What changed in this filing

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Item 1. Business

2024-04-15 compared with 2023-03-10 · 186 added, 218 removed, 7 unchanged (98% of the section changed)

OptimizeRx is a digital health technology company

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

the patient care journey.

Connecting over 60% of U.S.

healthcare providers and millions of their patients through an intelligent technology

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

We are a Nevada corporation organized in September

We conduct our operations through our wholly-owned subsidiaries, OptimizeRx Corporation, a Michigan corporation, CareSpeak Communications,

Inc., a New Jersey corporation, CareSpeak Communications, D.O.O., a controlled foreign corporation incorporated in Croatia, and Cyberdiet,

a controlled foreign corporation incorporated in Israel.

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 AI-powered real-world evidence solution which uses sophisticated proprietary

Industry Background

Life sciences organizations face a challenging

commercial landscape.

In recent years, they have met increased competition, shrinking market sizes, and inconsistent access to patients

and healthcare professionals - their most important customers.

The majority of new drug approvals, 81%, are specialty medications, leading

to more complex diagnosis criteria, increased utilization management by healthcare payors, and lengthy wait times for patients to begin

treatment once care decisions are made.

As a result, life sciences organizations have

increasingly turned to technology solutions to support their commercial strategies.

Spending on digital solutions to facilitate greater

access to their end markets accounts for one-third of their collective $30bn commercial spend in the United States (U.S.).

We believe significant opportunity exists to address

the unmet needs of life sciences organizations as they relate to digital solutions, including omni-channel access to health care professionals,

for complex commercial challenges.

is a digital health technology company enabling care-focused engagement between life sciences organizations, healthcare providers, and

patients at critical junctures throughout the patient care journey.

Connecting over two million U.S.

healthcare providers and millions

of their patients through an intelligent omni-channel technology platform embedded within a proprietary point-of-care network, as well

as mass digital communications channels, OptimizeRx helps life sciences organizations engage and support their customers.

are a Nevada corporation organized in September 2008.

We conduct our operations through our wholly-owned subsidiaries, Healthy Offers,

(d/b/a Medicx Health or “Medicx Health”), a Nevada corporation, CareSpeak Communications, Inc., a New Jersey corporation,

CareSpeak Communications, d.o.o., a controlled foreign corporation incorporated in Croatia, and Cyberdiet, a controlled foreign corporation

incorporated in Israel.

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 Artificial Intelligence (AI) powered Dynamic Audience and Activation Platform (“DAAP”),

expanding on previous iterations of the RWD.AI technology.

which uses sophisticated machine-learning algorithms to find the best audiences

in the correct channels at the right time.

sciences organizations face a challenging commercial landscape.

In recent years, they have met increased competition, shrinking market

sizes, and inconsistent access to patients and healthcare professionals - their most important customers.

81% of new drug approvals are

specialty medications, leading to more complex diagnosis criteria, increased utilization management by healthcare payors, and lengthy

wait times for patients to begin treatment after care decisions are made.

a result, life sciences organizations have increasingly turned to technology solutions to support their commercial strategies.

on digital solutions to facilitate greater access to their end markets accounts for one-third of their collective commercial spend in

the United States of approximately $30 billion.

believe significant opportunity exists to address the unmet needs of life sciences organizations as they relate to digital solutions,

including omnichannel access to health care professionals, for complex commercial challenges.

Company Highlights

Net revenue increased to a record $62.

5 million in 2022, a 2%

increase over 2021.

Achieved positive cash flow from operations of $10.7 million for

the year ended December 31, 2022.

Gross margins increased from 58% to 62%.

Repurchased 1,214,398 shares during 2022 at an average price of $16.49 per share.

Increased use of Real-World Data Artificial Intelligence (“RWD.AI”) solutions.

Ended the year

with 6 RWD.AI deals.

Acquired the EvinceMed platform and related assets.

Published Company’s first Environmental, Social and Governance (“ESG”) Report.

Announced partnership with Equals 5, becoming the only source capable of delivering true omni-channel engagement

with HCPs, spanning web, social, and point-of-care messaging delivery modalities.

Principal Solutions

Historically, we primarily facilitated 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.

Over time, as the demand for communication of

an increasing variety of different health information between life science companies, providers, and patients has risen, 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 evidence-based physician engagement, point of care banner messaging, social network banner messaging, institutional

account-based banner messaging, innovative patient engagement services, and various accelerators to the therapy initiation workflow.

Our principal solutions can be summarized as follows:

Evidence-Based Physician Engagement

– Our evidence-based physician engagement solution uses predictive analytics via machine learning methods applied to real-world

data (RWD) to assist healthcare providers (HCPs) in identifying patients who may be qualified for specific therapies, raise awareness

of patient access pathways, and identify early indicators of non-adherence among patient populations.

This RWD-enabled solution translates

into better support for providers as they look to make the best treatment decisions for their patients.

This solution has a “patient-first”

focus, helping manufacturers identify which HCPs to engage by first identifying if they currently care for qualified patients, based on

where they are in their care journey and disease state.

These Artificial Intelligence (“AI”) models provide our clients with

the most relevant targets and fuel the deployment of programs across our other solutions.

Point of Care Banner Messaging

– Our point of care banner messaging solution is utilized to deliver a variety of awareness (brand, therapeutic support,

affordability, HUB, and patient support program) and messaging within the clinical workflow which can be tailored to meet the needs

of each brand.

Social Network Banner Messaging

– This past year we expanded to provide exclusive access to deliver banner messaging to HCPs within their social network apps.

With extensive reach and granular reporting, this solution both expands the ability to reach more prescribers while adding to the mind

share we can capture throughout a care delivery day.

Given these messages are targeted to specific HCPs, many of the same awareness messages

offered on the point of care banner solution are offered here as well.

Institutional Account-based Banner Messaging

– Our Institutional Account-based Banner Messaging solution provides our clients access to delivering banner messaging online and

on the intranets of targeted health system accounts.

This allows our clients to capture additional mind share while also reaching other

prescribers and support staff at key health systems or integrated delivery networks (IDNs).

Financial Messaging – Our

Financial Messaging solution has been enhanced by Patient Support Messaging at the point-of-care.

This solution provides prescribers visibility

to branded copay offers and other patient support programs directly within their EHR and/or e-Prescribe system(s).

It allows them to print,

digitally send directly to patients via SMS, and/or digitally send copay offer details electronically to the dispensing pharmacy.

solution addresses the fact that many healthcare systems and prescribers are looking for an easier, more effective way to increase affordable

access and adherence to their prescribed branded medications.

Patient Engagement – Our technology

solution provides digital messaging services through our cloud-based Mobile Health Messenger (“MHM”) Platform.

interactive health messaging for improved medication adherence and care coordination.

Our HIPAA-compliant, automated, mobile messaging

platform allows pharmaceutical manufactures and related entities to directly engage with patients to improve regimen compliance.

Therapy Initiation Workflow –

The therapy initiation workflow is a group of digital solutions focused on accelerating patient access to treatments where time-consuming

medical documentation is required of HCPs prior to pharmacies dispensing prescribed drugs.

These solutions support the fast-growing area

of specialty medications.

This technology enhancement allows life sciences companies to simplify therapy initiation by presenting HCPs

with a fully electronic option synchronizing enrollment, benefits verification, prior authorization, and patient support onboarding.

Sales and Marketing

We employ a sales team of over 19

pe ople, marketing our solutions to new and existing clients.

Our sales team drives awareness of the increased value of our technology

stack as an enterprise platform, enhanced this year by the addition of the social channel, and momentum of our institutional/account-based

banner message solutions offering.

Accordingly, our sales efforts are not directed merely at selling individual solutions, but more broadly

towards selling enterprise platform engagements with access to our full set of solutions across our network.

and marketing organizations work closely together to cultivate customer relationships.

revenue increased to $71.5 million in 2023, a 15% increase over 2022.

profit increased to $ 42.9

million in 2023 from $ 39.0 million

in 2022 with corresponding gross margins of 60.0% and

62.4% , respectively.

increased our DAAP footprint.

With 2023 having 24 DAAP deals compared to only six deals in

Medicx Health, a leading healthcare consumer-focused omnichannel marketing and analytics

company that significantly expands our footprint with consumers and patients.

operations on core solutions to streamline efficiencies and better position the Company to

capitalize on synergies with Medicx Health, focusing on Audience Development, Audience Activation

and Media Execution, and Financial Messaging.

Company’s original solution was Financial Messaging - the delivery of treatment-specific financial support information for patients distributed

directly to healthcare prescribers through a combination of our proprietary technology and a network of electronic health record (EHR)

and electronic prescribing (ERx) platforms.

Over time, the demand for different types of communication and marketing solutions among

life sciences organizations, healthcare providers, and patients led us to expand upon our initial solution to increase the variety of

health-related information we deliver, as well as the platforms, technology, and audiences through and to which we deliver.

offer diverse tech-enabled marketing solutions through our AI-generated DAAP, which enables customers to execute traditional marketing

campaigns on our proprietary digital point-of-care network, as well as dynamic marketing campaigns that optimize audiences in real time

to increase the value of treatment information for healthcare professionals and patients in response to clinical care events.

Our principal

solutions, available individually or through our DAAP, can be summarized as follows:

● AI-generated

dynamic audience creation using predictive analytics via machine learning methods applied

to real-world data (RWD) to assist healthcare providers (HCPs) in identifying patients who

may be qualified for specific therapies, raise awareness of patient access pathways, and

identify early indicators of non-adherence among patient populations.

This solution has a

“patient-first” focus, helping manufacturers identify which HCPs to engage by

first identifying if they currently care for qualified patients, based on where they are

in their care journey and disease state.

These AI models provide our clients with the most

relevant targets and fuel the deployment of programs across our other solutions.

of consumer audiences using our privacy-safe and HIPAA-compliant Micro-Neighborhood Targeting®

technology available for traditional media execution through major programmatic Demand-Side

Platforms (DSPs)

Activation and Media Execution

media execution delivering awareness (brand, therapeutic support, affordability, HUB, limited

distribution, and patient support program) messaging via our HCP omnichannel network including

digital point-of-care banners within clinical workflow applications, such as EHR systems

and ERx platforms, programmatic social media, and programmatic display.

audience media execution delivering consumer awareness via our consumer omnichannel network

including programmatic display, programmatic connected television (CTV)/over-the-top (OTT),

programmatic social media, addressable television (ATV), digital out-of-home (OOH), programmatic

audio (podcasts, apps, radio), and email/direct mail.

Messaging solution providing prescribers visibility to branded copay offers directly within

their EHR systems and/or ERx platforms.

It allows prescribers to print, digitally send directly

to patients via SMS, and/or digitally send copay offer details electronically to the dispensing

Our solution addresses the fact that many healthcare systems and prescribers are

looking for an easier, more effective way to increase affordable access to their prescribed

branded medications.

and Marketing

employ a sales team of over 20 people, marketing our solutions to new and existing clients.

Our sales team drives awareness of the increased

value of our technology stack as an AI tech-enabled marketing platform.

Accordingly, our sales efforts are not directed merely at selling

individual solutions, but more broadly towards selling enterprise platform engagements with access to our full set of solutions.

sales and marketing teams work closely together to cultivate customer relationships.

We use a number of methods to market and promote

our solutions, including digital advertising, industry events, trade shows, conferences, media coverage, social media and email.

released a physician survey of 100 physicians across five specialties, detailing the specialty landscape as it pertains to prescribing

pain points specialists experience.

Additionally, we hosted our third annual Innovate4Outcomes event, partnering with Melinta Therapeutics,

bringing individuals together across healthcare verticals, including HCPs, commercial manufacturer representatives, and health tech.

event focused on applying design thinking principles to contributing factors to Anti-Microbial Resistance, and was independently covered

in end-of-year trade publications for the first time.

To support our growth and provide maximum security,

scalability, and flexibility, all of our systems, including from acquisitions, are now hosted and integrated in the cloud.

Our technology

development and systems management core team is in the U.S.

and in Croatia, with contractors in India and Ukraine to provide bench depth,

rich skills experience, and business economies.

The teams are organized into Centers of Excellence focused on Product Domains, Quality

Assurance, Information Security, Data Warehousing and Business Intelligence, Platform Services, and Internal Systems Support.

Systems enhancements in 2022 included upgrades

and documentation of processes and procedures and security implementation for ongoing Sarbanes Oxley, HIPAA, and customer assessments,

and in achieving Enterprise HITRUST Certification, as well as for other needs.

Our platforms face competition from numerous other

companies, both in attracting users and in generating revenue from advertisers and sponsors.

We compete for users with online services

and websites that provide savings on medications and healthcare products.

Our messaging offerings compete for pharmaceutical budgets with

a variety of other forms of advertising and promotion.

Our platforms compete broadly in the highly competitive

pharmaceutical and life sciences digital marketing industry that is dominated by large well-known companies with established names, solid

market niches, wide arrays of product offerings and marketing networks.

Many of our competitors have greater financial, technical, product

development, marketing and other resources than we do.

These companies may be better known than we are and have more customers or users

As a result, many of these companies may respond more quickly to new or emerging technologies and standards and changes in

customer requirements.

These companies may be able to invest more resources in research and development, strategic acquisitions, and sales

and marketing.

The primary direct competitor in our financial messaging solution is ConnectiveRx.

We generally compete on the basis of

several factors, including size of our network, quality of our service, our ability to target specific customer needs, and to a lesser

extent, price.

we enhanced our RWD.AI platform solution to become the premier platform to devise and execute Next-Best-Action marketing strategies within

healthcare professional audiences and branded the platform as DAAP.

support our growth and provide maximum security, scalability, and flexibility, all of our systems, including from acquisitions, are now

hosted and integrated in the cloud.

Our technology development and systems management core team is in the U.S.

and in Croatia, with contractors

in India and Ukraine to provide bench depth, rich skills experience, and business economies.

The teams are organized into Centers of

Excellence focused on Product Domains, Quality Assurance, Information Security, Data Warehousing and Business Intelligence, Platform

Services, and Internal Systems Support.

Systems enhancements in 2023 included upgrades and documentation of processes and procedures

and security implementation for ongoing cybersecurity, Sarbanes Oxley, HIPAA, and customer security assessments, and in achieving enterprise

HITRUST recertification.

solutions face competition from numerous other companies, both in attracting users and in generating revenue from advertisers and sponsors.

We compete for users with online services and websites that provide savings on medications and healthcare products.

Our messaging offerings

compete for pharmaceutical budgets with a variety of other forms of advertising and promotion.

solutions compete broadly in the highly competitive pharmaceutical and life sciences digital marketing industry that is dominated by

large well-known companies with established names, solid market niches, and wide arrays of product offerings and marketing networks.

Many of our competitors have greater financial, technical, product development, marketing and other resources than we do.

These companies

may be better known than we are and have more customers or users than we do.

As a result, many of these companies may respond more quickly

to new or emerging technologies and standards and changes in customer requirements.

companies may be able to invest more resources in research and development, strategic acquisitions, and sales and marketing.

compete on the basis of several factors, including size of our network, quality of our service, our ability to target specific customer

needs, and to a lesser extent, price.

For more information on risks relating to our competition, see Item 1A.

Risk Factors.

Intellectual Property

We own patents important to our business, and

we expect to continue to file patent applications to protect our research and development investments in new products.

As of December 31,

2022 we held 3 patents and several pending patent applications, including foreign counterpart patents and foreign applications.

United States, patents may last 20 years from the date of the patent’s filing, depending upon term adjustments made by the patent

In addition, we hold trademarks in the United

States and other countries.

As of December 31, 2022, OPTIMIZERx, OPTIMIZEMD, CareSpeak, DIETWATCH, Innovate4Outcomes, SPRx, SPx and TELAREP

Historically,

we have created intellectual property or obtained intellectual property through commercial relationships and in connection with acquisitions.

own patents important to our business, and we expect to continue to file patent applications to protect our research and development

investments in new products.

As of December 31, 2023, we held five patents and two pending patent applications, including foreign

counterpart patents and foreign applications.

For the United States, patents may last 20 years from the date of the patent’s filing,

subject to term adjustments made by the patent office.

addition, we own registered trademarks in the United States and other countries.

As of December 31, 2023, OPTIMIZERx, OPTIMIZEMD,

CareSpeak, DIETWATCH, Innovate4Outcomes, SPRx, SPx, RMDY, Specialty Express, TELAREP, Medicx, Micro-Neighborhood, and Geomedical Targeting

are our registered trademarks.

We also have several pending trademark applications.

We also have licenses to intellectual property for the use and sale

of certain of our solutions.

In addition, we obtain other intellectual property rights and/or licenses used in connection with our business

when practical and appropriate.

Historically, we have created intellectual property or obtained intellectual property through commercial

relationships and in connection with acquisitions.

Government Regulation

The healthcare industry and, in particular, our

customers and partners are subject to U.S.

federal, state and local laws and regulations, including those governing fraud, abuse, privacy

and security.

Many of these laws and regulations are complicated and how they might apply to us, our customers, our partners, or the specific

services and relationships we have with our customers and partners are not always well-defined.

Our failure, or perceived failure, to

accurately apply, or comply with, these laws and regulations could subject us to significant fines and liability, result in reputational

harm, and adversely affect our business.

Any new or amended laws or regulations that impose significant operational restrictions and compliance

requirements may negatively impact our business.

Risk Factors for more information on the impact of Government Regulations

on OptimizeRx.

As of December 31, 2022, we had 94 full-time

employees in the U.S, as well as 15 full-time employees in Croatia, and 1 part-time employee.

None of our employees are represented by

a labor union or collective bargaining agreement with respect to their employment with us.

The majority of our employees work remotely

and are geographically distributed across the United States and Croatia.

We supplement our workforce with contractors in the United States

and internationally on an as-needed basis.

We consider our relationship with our employees to be good and have not experienced any work

stoppages.We are dedicated to maintaining an environment where everyone feels valued, and we celebrate both the differences and similarities

among our people.

We also believe that diversity in all areas, including cultural background, experience and thought, is essential in

making our Company stronger.

Our Diversity, Equity & Inclusion Committee (DE&I) is actively engaged in improving our culture,

hiring practices and education.

In 2022, we endeavored to uphold the Parity Pledge – a commitment made in 2021 to interview and

consider at least one qualified woman and underrepresented minority for every open role, VP or higher.

In addition, the DE&I Committee

sponsored quarterly events in 2022, including “Celebrate Women’s History”, “Celebrate Diversity Month”, and “Hot

One’s Trivia Show.”

We prioritize recruiting, retaining, and incentivizing

a highly qualified, diverse workforce.

We pay our employees competitively and offer a broad range

of company-paid benefits, which we believe are competitive with others in our industry.

Moreover, we believe our long-term incentives

are structured in a manner to provide time-based vesting schedules that are retentive and we incentivize selected employees through

the granting of stock-based awards for and cash-based performance bonus awards.

We have increased our focus on training and development

for our current employees.

We offer learning and development opportunities and other resources to support our employees in achieving and

enhancing their development objectives.

We equip our managers with the skills and tools to provide ongoing coaching and feedback so employees

can maximize their performance and potential, delivering success for the company and the employee.

Available Information

Our Internet address is www.optimizerx.com.

information on the website is not and should not be considered part of this Form 10-K and is not incorporated by reference in this Form

The website is, and is only intended to be, for reference purposes only.

We make available free of charge on or through our website

our Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to those reports filed

or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as

soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission

In addition, we will provide, at no cost, paper or electronic copies of our reports and other filings made with

Requests should be directed to:

Secretary, OptimizeRx Corporation, 400 Water Street, Suite 200, Rochester, MI 48307.

also have licenses to intellectual property for the use and sale of certain of our solutions.

In addition, we obtain other intellectual

property rights and/or licenses used in connection with our business when practical and appropriate.

healthcare industry and, in particular, our customers and partners are subject to U.S.

federal, state and local laws and regulations,

including those governing fraud, abuse, privacy and security.

Many of these laws and regulations are complicated and how they might apply

to us, our customers, our partners, or the specific services and relationships we have with our customers and partners are not always

well-defined.

Our failure, or perceived failure, to accurately apply, or comply with, these laws and regulations could subject us to

significant fines and liability, result in reputational harm, and adversely affect our business.

Any new or amended laws or regulations

that impose significant operational restrictions and compliance requirements may negatively impact our business.

for more information on the impact of Government Regulations on OptimizeRx.

of December 31, 2023, we had 116 full-time employees and 1 part-time employee in the U.S, as well as 19 full-time employees in Croatia.

None of our employees are represented by a labor union or collective bargaining agreement with respect to their employment with us.

majority of our employees work remotely and are geographically distributed across the United States and Croatia.

We supplement our workforce

with contractors in the United States and internationally on an as-needed basis.

We consider our relationship with our employees to be

good and have not experienced any work stoppages.

are dedicated to providing a supportive and respectful environment to our employees where everyone feels valued, and we celebrate both

the differences and similarities among our people.

We also believe that diversity in all areas, including cultural background, experience

and thought, is essential to bettering a professional environment and in making our Company stronger.

Our Diversity, Equity, Inclusion

& Belonging Committee (DEI&B) is actively engaged in improving our culture, hiring practices and training.

In 2023, we upheld

the Parity Pledge – a commitment made in 2021 to interview and consider at least one qualified woman and one underrepresented minority

for every open role, VP or higher.

In addition, the DEI&B Committee sponsored quarterly events in 2023, including “Historic

Women Inventors”, “Mental Health Awareness”, “Step Challenge”, and “Affinity Groups”.

prioritize recruiting, retaining, and incentivizing a highly qualified, diverse workforce as the success of our Company is dependent

on the skills, experience, and efforts of our employees.

A skilled workforce not only improves a company’s performance, but also

contributes to overall employee satisfaction and enhances human capital.

We have increased our focus on training and development for

our current employees and have implemented a Learning Management System where current and future training modules will be presented and

tracked for reporting purposes.

We offer other learning and development opportunities and resources to support our employees in achieving

and enhancing their development objectives.

We equip our managers with the skills and tools to provide ongoing coaching and feedback

so employees can maximize their performance and potential, delivering success for the Company and the employee.

pay our employees competitively and offer a broad range of company-paid benefits, which we believe are competitive with others in our

Moreover, we believe our long-term incentives are structured in a manner to provide time-based vesting schedules that are retentive

and we incentivize select employees through the granting of stock-based

awards and cash-based performance bonus awards.

are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and

in accordance therewith, we file reports, proxy and information statements and other information with the Securities and Exchange Commission

You can read our SEC filings over the Internet at the SEC’s website at www.sec.gov.

Our filings with the

SEC are also available free of charge through the investor relations section of our website at www.optimizerx.com.

available free of charge as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC.

time to time, we also use multiple social media channels to communicate with the public about OptimizeRx.

It is possible that the information

we post on social media could be deemed to be material information.

Therefore, we encourage you to review the information we post on

the social media channels listed on our investor relations website, if any.

contained on or accessible through the websites and social media channels referred to above is not incorporated by reference in, or otherwise

a part of, this Annual Report, and any references to these websites and social media channels are intended to be inactive textual references

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

What changed 10-K

Item 1. Business