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Item 1. Financial Statements

2023-05-12 compared with 2022-11-08 · 245 added, 357 removed, 163 unchanged (79% of the section changed)

Financial Statements

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

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

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

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

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

to Condensed Consolidated Financial Statements (unaudited).

CONSOLIDATED BALANCE SHEETS

September 30,

Our condensed consolidated financial statements included in this Form

10-Q are as follows:

Condensed Consolidated Balance Sheets as of March 31, 2023 (unaudited) and December 31, 2022 (unaudited);

Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022 (unaudited);

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2023 and 2022 (unaudited);

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022 (unaudited);

Notes to Condensed Consolidated Financial Statements (unaudited).

OPTIMIZERX CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

Current assets

5 unchanged sentences

Property and equipment, net

Intangible assets, net

Technology assets, net

Patent rights, net

Right of use assets, net

Security deposits and other assets

Other intangible assets, net

Total other assets

1 unchanged sentence

$ 134,651,185

LIABILITIES AND STOCKHOLDERS’

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

2 unchanged sentences

Revenue share payable

Current portion of lease obligations

Current portion of lease liabilities

Deferred revenue

1 unchanged sentence

Non-current liabilities

Lease liabilities, net of current

Lease liabilities, net of current portion

Total liabilities

1 unchanged sentence

Stockholders’ equity

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

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

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

Treasury stock

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

Treasury stock, $ 0.001 par value, 1,214,398 shares held at March 31, 2023 and December 31, 2022

Additional paid-in-capital

3 unchanged sentences

Total stockholders’ equity

$ 129,572,203

$ 131,379,717

TOTAL LIABILITIES AND STOCKHOLDERS’

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 131,692,540

$ 134,651,185

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

CONSOLIDATED STATEMENTS OF OPERATIONS

For Three Months Ended

September 30,

For Nine Months Ended

September 30,

Cost of revenues

The accompanying notes are an integral part of

these condensed consolidated financial statements.

OPTIMIZERX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended

Cost of revenues, exclusive of depreciation and amortization presented separately below

Operating expenses

Salaries, wages, & benefits

Stock-based compensation

Other general and administrative

General and administrative expenses

Depreciation, amortization and noncash lease expense

Total operating expenses

Income (Loss) from operations

Loss from operations

( 7,063,186 )

1 unchanged sentence

Interest income

Income (Loss) before provision for income taxes

Loss before provision for income taxes

( 6,397,714 )

1 unchanged sentence

Income tax benefit

Net Income (Loss)

$ ( 6,397,714 )

$ ( 3,761,098 )

$ ( 245,383 )

Weighted average number of shares outstanding –

Income (loss) per share – basic

Income (loss) per share – diluted

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

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

Weighted average number of shares outstanding – basic

Weighted average number of shares outstanding – diluted

Loss per share – basic

Loss per share – diluted

The accompanying notes are an integral part of

these condensed consolidated financial statements.

OPTIMIZERX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2023

Treasury Stock

3 unchanged sentences

$ ( 46,692,098 )

Shares issued for stock options exercised

Shares issued for restricted stock units vested

Stock-based compensation expense

$ 126,110,777

( 3,761,098 )

Balance March 31, 2022

$ 170,047,698

$ ( 39,014,756 )

$ 131,050,845

Shares issued for stock options exercised

Shares issued for acquisition

Repurchase of common stock

Stock based compensation expense

( 3,884,714 )

Balance June 30, 2022

$ 183,698,497

$ ( 42,899,470 )

$ 140,817,202

Shares issued for stock options exercised

Shares issued for restricted stock units vested

Repurchase of common stock

( 12,239,824 )

Restricted stock

Issuance of common stock

For options exercised

For restricted stock units vested

( 6,397,714 )

Stock-based compensation expense

( 6,397,714 )

Balance March 31, 2023

( 1,214,398 )

Balance September 30, 2022

$ 177,036,466

1 unchanged sentence

$ 123,963,772

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

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

Treasury Stock

Balance January 1, 2022

$ 166,615,514

Public offering of common shares, net of offering costs

Shares issued as board compensation

Shares issued for stock options exercised

Stock-based compensation expense

Balance March 31, 2021

$ ( 35,253,658 )

$ 131,379,717

Shares issued as board compensation

Shares issued for stock options exercised

Stock based compensation expense

Balance June 30, 2021

Restricted stock

Issuance of common stock

For options exercised

For restricted stock units vested

( 3,761,098 )

Shares issued for stock options exercised

Stock-based compensation expense

Balance September 30, 2021

Balance March 31, 2022

$ 170,047,698

1 unchanged sentence

$ 131,050,845

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

For Nine Months Ended

September 30,

The accompanying notes are an integral part of

these condensed consolidated financial statements.

OPTIMIZERX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

1 unchanged sentence

$ ( 3,761,098 )

Adjustments to reconcile net loss to net cash provided

by operating activities:

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

Depreciation and amortization

Stock-based compensation

Stock issued for board service

Provision for loss on accounts receivable

Increase in bad debt reserve

Accounts receivable

( 2,921,824 )

Prepaid expenses and other assets

( 1,734,024 )

Accounts payable

1 unchanged sentence

( 1,202,497 )

( 1,078,777 )

Accrued expenses and other liabilities

( 1,184,784 )

Operating leases, net

Deferred revenue

NET CASH PROVIDED BY OPERATING

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES

CASH FLOWS USED IN INVESTING ACTIVITIES:

Purchase of property and equipment

EvinceMed acquisition

( 2,000,000 )

Purchase of short term investments

Purchases of held-to-maturity investments

( 56,926,611 )

Purchase of intangible assets, including

intellectual property rights

Redemptions of held-to-maturity investments

Acquisition of intangible assets, including intellectual property rights

Capitalized software development costs

NET CASH USED IN INVESTING ACTIVITIES

( 1,548,894 )

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:

Proceeds from public offering of common stock, net of offering

Repurchase of common stock

( 12,561,571 )

CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES:

Cash paid for employee withholding taxes related to the vesting of restricted stock units

Proceeds from exercise of stock options

Payment of contingent consideration

( 1,610,813 )

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES

( 11,511,467 )

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

( 1,765,018 )

CASH AND CASH EQUIVALENTS - BEGINNING

CASH AND CASH EQUIVALENTS - END OF

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD

CASH AND CASH EQUIVALENTS - END OF PERIOD

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for interest

Reduction of EvinceMed purchase price

for amounts previously paid

Shares issued in connection with acquisition

Cash paid for income taxes

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

The accompanying notes are an integral part of

these condensed consolidated financial statements.

OPTIMIZERX CORPORATION

1 unchanged sentence

STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2022

MARCH 31, 2023

NOTE 1 – NATURE OF BUSINESS AND BASIS OF

3 unchanged sentences

We are a digital health technology company enabling

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

patient care journey.

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

care journey.

Connecting over 60 % of U.S.

healthcare providers and millions of their patients through an intelligent technology

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

healthcare providers and millions of their patients through an intelligent technology platform

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

The condensed consolidated financial statements

for the three and nine months ended September 30, 2022 and 2021 have been prepared by us without audit pursuant to the rules and

regulations of the U.S.

for the three months ended March 31, 2023 and 2022 have been prepared by us without audit pursuant to the rules and regulations of

Securities and Exchange Commission (“SEC”).

In the opinion of management, all adjustments necessary

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

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

Those adjustments consist of normal and recurring

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

balance sheet as of that date.

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.

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 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 financial statements and notes thereto included in our Annual Report on

Form 10-K for the fiscal year ended December 31, 2021, as filed with the U.S.

Securities and Exchange Commission on February 28,

The results of operations for the nine months

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

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

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 is effective for annual and interim reporting periods beginning after December 15, 2020, with

early adoption permitted.

The Company adopted this standard effective 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

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 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 - ACQUISITIONS

On April 14, 2022, we completed the acquisition

of substantially all of the assets of EvinceMed Corp., a privately held leading provider of delivering end-to-end automation for specialty

pharmaceutical transactions.

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

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

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

With the EvinceMed

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

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

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

technologies.

OPTIMIZERx CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2022

The consideration was comprised of $ 2.0 million

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

The total purchase

price was $ 12,082,788.54 .

Of the 240,741 shares of common stock, 185,185 were issued at closing and 55,556 were issued but held back

to secure potential adjustments to the purchase price that may result from the indemnification obligations of EvinceMed and the EvinceMed

shareholder indemnitors.

The holdback amount will be released twelve months from the closing, subject to any adjustments for the payment

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

The purchase price was allocated to acquired

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

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

The full amount of goodwill will be deductible

for tax purposes using a 15 year life.

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

We determined

pro forma data was immaterial for financial reporting purposes.

The initial accounting is provisional and subject to change based on

the completion of formal valuations.

Acquisition costs of approximately $ 22,318 were expensed

NOTE 4 - CASH, CASH EQUIVALENTS AND SHORT-TERM

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

5 unchanged sentences

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

At September 30, 2022,

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

of $ 37.5 million.

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

no marketable securities at December 31, 2021.

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

1 unchanged sentence

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

Included in accounts receivable are unbilled amounts of $ 3,510,698 and $ 2,110,865 at September 30, 2022, and December 31,

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.

Amounts billed in advance of revenue recognition are presented as deferred revenue on the condensed consolidated balance

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)

MARCH 31, 2023

NOTE 4 – REVENUES (CONTINUED)

The Company has several signed contracts with

1 unchanged sentence

The payments are not recorded as revenue

until the revenue is earned under our revenue recognition policy.

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

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 nine months ended September 30.

OPTIMIZERx CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2022

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

1 unchanged sentence

( 8,778,893 )

( 3,361,479 )

Amount collected

Balance March 31, 2023

Revenue recognized

( 7,373,802 )

( 1,962,240 )

Amount collected

Balance June 30

Revenue recognized

( 9,611,912 )

( 9,689,285 )

Amount collected

Balance September 30

The majority of our revenue is earned from life

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

A small portion of our revenue is earned

from other sources, such as associations and technology companies.

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

September 30,

Nine Months Ended

September 30,

Revenue from:

Life Science Companies

Revenue recognized over time

Revenue recognized at a point in time

Total Revenue

NOTE 5 – LEASES

We have operating leases for office space in

two multitenant facilities with lease terms greater than 12 months, which are recorded as assets and liabilities on our condensed consolidated

balance sheets.

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

We also had a lease on office space in Cranbury, New Jersey, which expired in January 2022.

We did not renew the New Jersey

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.

term lease costs include month to month leases and occasional rent for transient meeting and office spaces in shared office space facilities.

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

Short term lease costs include month to month leases and occasional rent for transient meeting and office spaces in shared

office space facilities.

OPTIMIZERX CORPORATION

1 unchanged sentence

STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2022

For the three and nine months ended September 30,

2022, the Company’s lease cost consists of the following components, each of which is included in operating expenses within the

Company’s condensed consolidated statements of operations:

September 30,

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

Operating lease cost

2 unchanged sentences

The table below presents the future minimum lease

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

As of September 30, 2022

payments to be made under operating leases as of March 31, 2023:

As of March 31, 2023

Total lease liabilities

The weighted average remaining lease term at

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

asset and liability is 4.5 %.

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

months ended September 30, 2022 and 2021, respectively.

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

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

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

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

During the quarters ended September 30,

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

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

During the quarters ended September 30,

2021, June 30, 2021 and March 31, 2021, we issued 232,340 , 232,806 and 510,803 shares of our common stock, respectively, and

received proceeds of $ 1,094,697 , $ 1,590,767 , and $ 1,120,011 respectively, in connection with the exercise of stock options under our

2013 equity incentive plan.

Of the shares issued in the quarter ended March 31, 2021, a total of 368,329 shares were issued in a

cashless transaction related to 394,739 expiring options using the net settled method whereby 26,410 options were used to pay the purchase

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

No shares were issued

in the quarter ended June 30, 2021 in cashless transactions.

Of the shares issued in the quarter ended September 30, 2021,

a total of 73,501 shares were issued in a cashless transaction related to 78,334 expiring options using the net settled method whereby

4,833 options were used to pay the purchase price.

The remaining 158,839 shares issued in connection with the exercise of options were

all issued for cash.

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.

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.

OPTIMIZERX CORPORATION

1 unchanged sentence

STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2022

During the quarter ended June 30, 2022,

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

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

These shares were

recorded as Treasury Shares using the par value method.

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,

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 Board authorized a share repurchase program, under which the Company may repurchase up to $ 15 million of its outstanding common

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

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

compensation, including both options and restricted stock units.

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

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

includes expense related to options issued in prior years for which the requisite service period for those options includes the current

period as well as options issued in the current period.

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

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

no expense related to these options recorded during the period.

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

option pricing model.

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

average period of 2.15 years.

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

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

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

These units vest over

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

We issued 19,065 shares during the nine months ended

September 30, 2022 for restricted stock units vested.

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

to market-based equity grants.

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

The expense related to the

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

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

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

Our previous director’s compensation plan

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

In 2021, we issued 2,695 shares

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

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

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

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

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

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

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.

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.

Basic earnings per share (“EPS”) is

computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period.

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

7 unchanged sentences

increase as the average stock price increases.

OPTIMIZERx CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2022

The following table sets forth the computation

1 unchanged sentence

Three Months Ended

September 30,

Nine Months Ended

September 30,

Net income (loss)

$ ( 6,397,714 )

$ ( 3,761,098 )

$ ( 245,383 )

Weighted average shares outstanding used in computing net loss per share

Effect of dilutive stock options, warrants, and unvested restricted

stock unit awards

Net income (loss) per share

No calculation of diluted earnings per share

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

Effect of dilutive stock options, warrants, and stock grants

Net loss per share

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 or for unvested restricted stock unit awards are reflected in the table below.

Three Months Ended

September 30,

Nine Months Ended

September 30,

Weighted average number of shares for the periods ended

Unvested restricted stock unit awards

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

The Company is not currently involved in any

material legal proceedings.

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, 2021, we had net operating loss carry-forwards for federal income tax purposes of $ 26.4 million

as of December 31, 2021.

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,

Accordingly, no federal income tax expense or benefit is recorded in the current period.

OPTIMIZERx CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2022

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

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

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

During the time periods set forth below, we purchased

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

Dollar Value)

10/1/22 - 10/31/22

11/1/22 - 11/3/22

In accordance with ASC 855-10, we have analyzed

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

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

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.

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.

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

What changed 10-Q

Item 1. Financial Statements