What changed in this filing

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Item 1. Financial Statements

2023-11-14 compared with 2023-08-14 · 227 added, 147 removed, 356 unchanged (51% of the section changed)

2 unchanged sentences

10-Q are as follows:

Condensed Consolidated Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022 (unaudited);

Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022 (unaudited);

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2023 and 2022 (unaudited);

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (unaudited);

Condensed Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022 (unaudited);

Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022 (unaudited);

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2023 and 2022 (unaudited);

Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (unaudited);

Notes to Condensed Consolidated Financial Statements (unaudited).

1 unchanged sentence

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current assets

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Patent rights, net

Deferred financing costs

Right of use assets, net

Other intangible assets, net

Other long-term assets

Total other assets

14 unchanged sentences

Stockholders’ equity

Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, none issued and outstanding at June 30, 2023 or December 31, 2022

Common stock, $ 0.001 par value, 166,666,667 shares authorized, 18,376,771 and 18,288,571 shares issued at June 30, 2023 and December 31, 2022, respectively

Treasury stock, $ 0.001 par value, 1,741,397 and 1,214,398 shares held at June 30, 2023 and December 31, 2022, respectively

Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, none issued and outstanding at September 30, 2023 or December 31, 2022

Common stock, $ 0.001 par value, 166,666,667 shares authorized, 18,386,920 and 18,288,571 shares issued at September 30, 2023 and December 31, 2022, respectively

Treasury stock, $ 0.001 par value, 1,741,397 and 1,214,398 shares held at September 30, 2023 and December 31, 2022, respectively

Additional paid-in-capital

11 unchanged sentences

For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months Ended

September 30,

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

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IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30,

Treasury Stock

31 unchanged sentences

$ 115,815,159

Stock based compensation expense

Restricted stock

Issuance of common stock

For options exercised

For restricted stock units vested

Repurchase of common stock

( 2,865,298 )

Balance September 30, 2023

( 1,741,397 )

$ 176,206,572

$ ( 60,116,559 )

$ 116,106,659

OPTIMIZERX CORPORATION

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IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30,

Treasury Stock

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$ 140,817,202

Stock based compensation expense

Restricted stock

Issuance of common stock

For options exercised

For restricted stock units vested

Repurchase of common stock

( 12,239,824 )

( 12,240,517 )

( 3,466,792 )

Balance September 30, 2022

$ 175,920,910

$ ( 46,366,262 )

$ 129,572,203

The accompanying notes are an integral part of

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended

For the Nine Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

7 unchanged sentences

Prepaid expenses and other assets

( 1,771,899 )

Accounts payable

1 unchanged sentence

( 1,704,593 )

( 2,001,379 )

Accrued expenses and other liabilities

( 1,237,689 )

( 1,263,971 )

Deferred revenue

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES

( 2,454,489 )

CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:

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( 162,777,510 )

( 37,468,889 )

Redemptions of held-to-maturity investments

10 unchanged sentences

( 7,522,426 )

( 12,561,571 )

Proceeds from exercise of stock options

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES

Loan origination costs

NET CASH USED IN FINANCING ACTIVITIES

( 7,969,509 )

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

( 11,511,467 )

NET DECREASE IN CASH AND CASH EQUIVALENTS

( 8,287,209 )

( 43,352,750 )

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD

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Cash paid for interest

ROU assets obtained in exchange for lease obligations

Reduction of EvinceMed purchase price for amounts previously paid

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STATEMENTS (UNAUDITED)

JUNE 30, 2023

SEPTEMBER 30, 2023

NOTE 1 – NATURE OF BUSINESS AND BASIS OF

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We are a digital health technology company enabling

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

patient care journey.

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

care journey.

Connecting over 60 % of U.S.

healthcare providers and millions of their patients through an intelligent technology

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

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

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

The condensed consolidated financial statements

for the three and six months ended June 30, 2023 and 2022 have been prepared by us without audit pursuant to the rules and regulations

for the three and nine months ended September 30, 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 June 30, 2023, and our results of operations, changes in stockholders’ equity, and cash flows

for the six months ended June 30, 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.

In the opinion of management, all adjustments necessary

to present fairly our financial position at September 30, 2023, and our results of operations, changes in stockholders’ equity,

and cash flows for the nine months ended September 30, 2023 and 2022, have been made.

Those adjustments consist of normal and recurring

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

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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 six months

ended June 30, 2023, are not necessarily indicative of the results to be expected for the full year.

The results of operations for the nine months

ended September 30, 2023, are not necessarily indicative of the results to be expected for the full year.

NOTE 2 – NEW ACCOUNTING STANDARDS

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of operations, or cash flows.

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)

JUNE 30, 2023

NOTE 3 - CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

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

At June 30, 2023 and

December 31, 2022, we have recorded $ 52.9 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 July 2023 and September 2023 .

At September 30, 2023

and December 31, 2022, we have recorded $ 53.6 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 October 2023 and December

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2023

NOTE 4 - CAPITALIZED SOFTWARE COSTS

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and are included in depreciation and amortization within operating expenses in the consolidated statements of operations.

of capitalized internal use software expense for the six months ended June 30, 2023 and 2022 was $ 95,108 and $ 226,819 , respectively.

The Company accumulates capitalizable costs related to current projects in a CIP software account, the balance of which was $ 1.3 million

and zero at June 30, 2023 and December 31, 2022, respectively.

of capitalized internal use software expense for the nine months ended September 30, 2023 and 2022 was $ 142,662 and $ 254,547 , respectively.

The Company accumulates capitalizable costs related to current projects in a construction in process (“CIP”) software account,

the balance of which was $ 761,447 and zero at September 30, 2023 and December 31, 2022, respectively.

NOTE 5 – 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 $ 2,975,040 and $ 3,582,735 at June 30, 2023, and December 31,

2022, respectively.

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

balance sheets.

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 $ 4,598,280 and $ 3,582,735 at September 30, 2023, and December 31, 2022, respectively.

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

The Company has several signed contracts with

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until the revenue is earned under its revenue recognition policy.

Deferred revenue was $ 451,787 and $ 164,309 as of June 30, 2023

Deferred revenue was $ 188,394 and $ 164,309 as of September 30, 2023

and December 31, 2022, respectively.

1 unchanged sentence

12 months, or less.

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

Following is a summary of activity for the deferred revenue account for the nine months ended September 30.

Balance January 1

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Balance June 30

Revenue recognized

( 11,400,132 )

( 9,611,912 )

Amount collected

Balance September 30

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2023

NOTE 5 – REVENUES (CONTINUED)

Disaggregation of Revenue

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The majority of our revenue is recognized over time as solutions are provided.

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 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

Six Months Ended

September 30,

Nine Months Ended

September 30,

Revenue recognized over time

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Total Revenue

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)

JUNE 30, 2023

NOTE 6 – LEASES

During the six months ended, we had operating

leases for office space in two multi tenant facilities in Rochester, Michigan and Zagreb, Croatia.

During the nine months ended, we had operating

leases for office space in three multi-tenant facilities in Rochester, Michigan, and Zagreb, Croatia.

We also had a lease on office space

1 unchanged sentence

The lease in Rochester, Michigan was terminated during the quarter ended June

The lease in Zagreb, Croatia ends on February 28th, 2024.

The lease in Zagreb, Croatia was terminated in the quarter ended September 30, 2023 and replaced with a lease in a new location

in Zagreb, Croatia that expires in June 2028.

In July 2023, the Company entered into a short-term

sublease agreement for office space in Waltham, MA.

The term of the sublease commenced on June 15, 2023 and will terminate on July 31,

The Company is obligated to pay approximately $ 5,800 per month over the term of the lease.

Lease-related assets, or right-of-use assets,

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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.

For the six months ended June 30, 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:

Six Months Ended

Short-term lease costs

include month to month leases, subleases of less than eighteen (18) months, and occasional rent for transient meeting and office spaces

in shared office space facilities.

For the nine months ended September 30, 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:

Nine Months Ended

September 30,

Operating lease cost

1 unchanged sentence

Total lease cost

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2023

NOTE 6 – LEASES (CONTINUED)

The table below presents the future minimum lease

payments to be made under operating leases as of June 30, 2023:

As of June 30, 2023

payments to be made under operating leases as of September 30, 2023:

As of September 30, 2023

Total lease liabilities

The weighted average remaining lease term at

June 30, 2023 for operating leases is 0.7 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 $ 44,708 and $ 45,599 for the six months

ended June 30, 2023 and 2022, respectively.

For the six months ended June 30, 2023 and 2022, payments on lease obligations

were $ 49,359 and $ 52,168 , respectively, and amortization on the right of use assets was $ 49,472 and $ 52,662 , respectively.

The remaining lease term at September 30,

2023 for the operating lease is 4 years, 9 months, and the discount rate used in calculating the operating lease asset and liability is

Cash paid for amounts included in the measurement of lease liabilities was $ 53,027 and $ 66,244 for the nine months ended September 30,

2023 and 2022, respectively.

For the nine months ended September 30, 2023 and 2022, payments on lease obligations were $ 60,095 and

$ 75,719 , respectively, and amortization on the right of use assets was $ 60,520 and $ 77,011 , respectively.

NOTE 7 – STOCKHOLDERS’ EQUITY

1 unchanged sentence

The Company had 10,000,000 shares of preferred

stock, $ 0.001 par value per share, authorized as of June 30, 2023.

stock, $ 0.001 par value per share, authorized as of September 30, 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 September 30, 2023.

There were 16,645,523 and 17,074,173 shares of common stock outstanding,

net of shares held in treasury of 1,741,397 and 1,214,398 , at September 30, 2023 and December 31, 2022, respectively.

During the quarters ended September 30, 2023,

June 30, 2023 and March 31, 2023, the Company issued 0 , 10,000 and 9,668 shares of our common stock, respectively, and received proceeds

of $ 0 , $ 105,100 and $ 40,606 , respectively, in connection with the exercise of options under our 2013 Incentive Plan.

During the quarters ended September 30, 2022,

June 30, 2022 and March 31, 2022, the Company 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 options under our 2013 Incentive Plan.

OPTIMIZERX CORPORATION

1 unchanged sentence

STATEMENTS (UNAUDITED)

JUNE 30, 2023

SEPTEMBER 30, 2023

NOTE 7 – STOCKHOLDERS’ EQUITY (CONTINUED)

The Company had 166,666,667 shares of common

stock, $ 0.001 par value per share, authorized as of June 30, 2023.

There were 16,635,374 and 17,074,173 shares of common stock outstanding,

net of shares held in treasury of 1,741,397 and 1,214,398 , at June 30, 2023 and December 31, 2022, respectively.

During the quarters ended June 30, 2023

and March 31, 2023, the Company issued 10,000 and 9,668 shares of our common stock, respectively, and received proceeds of $ 105,100 and

$ 40,606 , respectively, in connection with the exercise of options under our 2013 Incentive Plan.

During the quarters ended June 30, 2022

and March 31, 2022, the Company issued 43,701 and 28,006 shares of our common stock, respectively, and received proceeds of $ 572,347

and $ 258,128 , respectively, in connection with the exercise of options under our 2013 Incentive Plan.

The Company issued 35,260 and 33,272 shares of

common stock in the three months ended June 30, 2023 and March 31, 2023, respectively in connection with the vesting of restricted

stock units under our 2013 Incentive Plan and our 2021 Equity Incentive Plan.

Some of the 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 six months

ended June 30, 2023, 23,217 shares, valued at $ 243,361 , were surrendered and subsequently cancelled.

The Company issued 13,627 shares of common stock

in the three months ended March 31, 2022 in connection with the vesting of restricted stock units under our 2013 Incentive Plan and our

2021 Equity Incentive Plan.

There were no shares of common stock issued in connection with the vesting of restricted stock units in the

three months ended June 30, 2022.

The Company issued 10,149 , 35,260 and 33,272 shares

of common stock in the three months ended September 30, 2023, June 30, 2023 and March 31, 2023, respectively, in connection with

the vesting of restricted stock units under our 2013 Incentive Plan and our 2021 Equity Incentive Plan.

Some of the participants utilized

a net withhold settlement method, in which shares were surrendered to cover payroll withholding taxes.

Of the shares issued to participants

during the nine months ended September 30, 2023, 19,488 shares, valued at $ 260,710 , were surrendered and subsequently cancelled.

The Company issued 5,438 , 0 , and 13,627 shares

of common stock in the three months ended September 30, 2022, June 30, 2022, and March 31, 2022, respectively, in connection with the

vesting of restricted stock units under our 2013 Incentive Plan and our 2021 Equity Incentive Plan.

The Company issued 240,741 shares of common stock

valued at $ 9,374,455 during the quarter ended June 30, 2022 in connection with the acquisition of substantially all of the assets of

EvinceMed Corp.

valued at $ 9,374,455 during the quarter ended June 30, 2022 in connection with the acquisition of substantially all of the assets of EvinceMed

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

During the quarter ended June 30, 2023, there were 526,999 shares of our common stock repurchased under this program for

a total of $ 7,522,426 , including commissions paid on repurchases.

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.

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.

During the quarter ended June 30, 2023, the Company repurchased 526,999 shares, under this program for a total

of $ 7,522,426 , including commissions paid on repurchases.

These shares were recorded as treasury shares using the par value method.

were no shares repurchased in the quarter ended September 30, 2023.

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.

were recorded as treasury shares using the par value method.

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 8 – STOCK BASED COMPENSATION

1 unchanged sentence

The compensation expense related to options for

the six months ended June 30, 2023 and 2022 was $ 3,121,464 and $ 2,242,554 , respectively.

The fair value of these instruments was

calculated using the Black-Scholes option pricing model.

There is $ 12,254,201 of remaining expense related to unvested options to be

recognized in the future over a weighted average period of 1.89 years.

The total intrinsic value of outstanding options at June 30,

the nine months ended September 30, 2023 and 2022 was $ 4,719,779 and $ 3,624,065 , respectively.

The fair value of these instruments

was calculated using the Black-Scholes option pricing model.

There is $ 10,177,841 of remaining expense related to unvested options to

be recognized in the future over a weighted average period of 1.75 years.

The total intrinsic value of outstanding options at September 30,

2023 was $ 12,600 .

2 unchanged sentences

was no expense related to these options recorded during the period.

Restricted Stock Units

The Company recorded of $ 6,370,074 and $ 7,852,597

in compensation expense related to restricted stock units for the nine months ended September 30, 2023 and 2022, respectively.

total of $ 11,247,274 remains to be recognized at September 30, 2023 over a weighted average period of 1.88 years.

OPTIMIZERX CORPORATION

1 unchanged sentence

STATEMENTS (UNAUDITED)

JUNE 30, 2023

SEPTEMBER 30, 2023

NOTE 8 – STOCK BASED COMPENSATION (CONTINUED)

Restricted Stock Units

The Company recorded of $ 4,762,162 and $ 4,956,867

in compensation expense related to restricted stock units for the six months ended June 30, 2023 and 2022, respectively.

of $ 13,252,855 remains to be recognized at June 30, 2023 over a weighted average period of 2.01 .

During 2022, the Company granted certain performance

4 unchanged sentences

There was $ 540,820 and $ 444,365 included in the compensation expense

discussed above related to director’s compensation for the periods ended June 30, 2023 and 2022, respectively.

discussed above related to director’s compensation for the periods ended September 30, 2023 and 2022, respectively.

Equity Award Modification

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NOTE 9 – LOSS PER SHARE

Basic earnings per share (“EPS”)

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

Basic earnings per share (“EPS”) is

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

The number of shares related to options and restricted

4 unchanged sentences

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.

Accordingly, the number of shares that

could be included 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.

OPTIMIZERX CORPORATION

1 unchanged sentence

STATEMENTS (UNAUDITED)

JUNE 30, 2023

SEPTEMBER 30, 2023

NOTE 9 – LOSS PER SHARE (CONTINUED)

2 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

$ ( 2,865,298 )

5 unchanged sentences

Net loss per share

No calculation of diluted earnings per share

is included for the three or six months ended June 30, 2023 or 2022 as the effect of the calculation would be anti-dilutive.

No calculation of diluted earnings per share is

included for the three or nine months ended September 30, 2023 or 2022 as the effect of the calculation would be anti-dilutive.

The number of common shares potentially issuable

2 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Weighted average number of shares for the periods ended

1 unchanged sentence

NOTE 10 – CONTINGENCIES

The Company is not currently involved in any

material legal proceedings.

The Company is not currently involved in any material

legal proceedings.

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2023

NOTE 11 – INCOME TAXES

3 unchanged sentences

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.

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 12 – SUBSEQUENT EVENTS

Subsequent to June 30, 2023, the Company entered

into a sublease agreement for a new office space in Waltham, MA.

The term of the sublease commences on July 1, 2023 and will terminate

on July 31, 2024.

The Company is obligated to pay approximately $ 5,800 per month over the term of the lease .

On June 2, 2023, the Company entered into a one-year

term lease agreement for a new office space in Zagreb, Croatia which commenced on July 1, 2023.

The Company has the option to renew for

a period of five years.

The Company is obligated to pay approximately $ 2,800 plus VAT or approximately $ 3,500 per month over the term

of the lease.

In October 2023, the Company completed the acquisition

of 100 % of the outstanding shares of Healthy Offers, Inc.

(d/b/a Medicx Health), a Nevada corporation.

On October 24, 2023, a newly formed

wholly-owned subsidiary of the Company consummated the merger with and into Medicx, with Medicx continuing as the surviving company and

a wholly-owned subsidiary of the Company (the “Merger”).

The aggregate merger consideration the Company paid to the securityholders

of Medicx at the closing was $ 95,000,000 , subject to certain customary post-acquisition purchase price adjustments.

There were $ 554,741

and $ 589,691 in costs related to the acquisition recorded in operating expense for the three and nine months ended September 30, 2023,

respectively.

Certain members of Medicx’s management team (“Management

Investors”) agreed to use a portion of the consideration received to purchase, in the aggregate, approximately $ 10.5 million of the

Company’s common stock.

On October, 24, 2023, at the closing of the Merger, each Management Investor executed a common stock purchase

agreement (the “Subscription Agreement”).

Pursuant to the Subscription Agreement, the Company issued 1,444,581 shares of its

common stock in the aggregate to the Management Investors.

A portion of the cash purchase price was funded

through debt financing.

The financing agreement provides for a term loan in the aggregate principal amount of $ 40,000,000 .

The term loan

is repayable in quarterly installments on the last business day of each fiscal quarter commencing on December 31, 2023 in an amount equal

to 1.25 % of the principal amount.

The outstanding unpaid principal amount of the term loan, and all accrued and unpaid interest thereon,

shall be due and payable on the earliest of (i) the fourth (4th) anniversary of the closing of the financing agreement and funding of

the term loan and (ii) the date on which the term loan is declared due and payable pursuant to the terms of the finance agreement.

was $ 300,000 of fees paid in loan origination fees during the three and nine months ending September 30, 2023.

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