What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-08-15 compared with 2024-05-15 · 241 added, 134 removed, 379 unchanged (50% of the section changed)

2 unchanged sentences

10-Q are as follows:

Condensed Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023 (unaudited);

Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 (unaudited);

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months March 31, 2024 and 2023 (unaudited);

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 (unaudited);

Condensed Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023 (unaudited);

Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023 (unaudited);

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months June 30, 2024 and 2023 (unaudited);

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 (unaudited);

Notes to Condensed Consolidated Financial Statements (unaudited).

4 unchanged sentences

Cash and cash equivalents

Accounts receivable, net of allowance for credit losses of $ 371 and $ 480 at March 31, 2024 and December 31, 2023, respectively

Accounts receivable, net of allowance for credit losses of $ 371 and $ 480 at June 30, 2024 and December 31, 2023, respectively

Taxes receivable

24 unchanged sentences

Stockholders’ equity

Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, none issued and outstanding at March 31, 2024 or December 31, 2023

Common stock, $ 0.001 par value, 166,666,667 shares authorized, 19,921,879 and 19,899,679 shares issued at March 31, 2024 and December 31, 2023, respectively

Treasury stock, $ 0.001 par value, 1,741,397 shares held at March 31, 2024 and December 31, 2023

Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, none issued and outstanding at June 30, 2024 or December 31, 2023

Common stock, $ 0.001 par value, 166,666,667 shares authorized, 20,061,907 and 19,899,679 shares issued at June 30, 2024 and December 31, 2023, respectively

Treasury stock, $ 0.001 par value, 1,741,397 shares held at June 30, 2024 and December 31, 2023

Additional paid-in-capital

8 unchanged sentences

For the Three Months Ended

For the Six Months Ended

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

9 unchanged sentences

Loss before provision for income taxes

Provision for income taxes

Benefit (expense) from income taxes

Weighted average number of shares outstanding – basic

7 unchanged sentences

IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(in thousands, except share data)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

(in thousands, except share data, unaudited)

Treasury Stock

Additional Paid in

Balance January 1, 2024

7 unchanged sentences

( 1,741,397 )

Stock based compensation expense

Restricted stock

Issuance of common stock

For options exercised

For restricted stock units vested

Balance June 30, 2024

( 1,741,397 )

OPTIMIZERX CORPORATION

1 unchanged sentence

IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2023

(in thousands, except share data)

FOR THE THREE SIX MONTHS ENDED JUNE 30,

(in thousands, except share data, unaudited)

Treasury Stock

Additional Paid in

Balance January 1, 2023

7 unchanged sentences

( 1,214,398 )

Stock based compensation expense

Restricted stock

Issuance of common stock

For options exercised

For restricted stock units vested

Repurchase of common stock

Balance June 30, 2023

( 1,741,397 )

The accompanying notes are an integral part of

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

For the Three Months Ended

(in thousands, unaudited)

For the Six Months Ended

OPERATING ACTIVITIES:

16 unchanged sentences

Redemptions of held-to-maturity investments

Acquisition of intangible assets, including intellectual property rights

Capitalized software development costs

NET CASH USED IN INVESTING ACTIVITIES

NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES

FINANCING ACTIVITIES:

1 unchanged sentence

Proceeds from exercise of stock options

Repurchase of common stock

Repayment of long-term debt

NET CASH USED IN FINANCING ACTIVITIES

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

8 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

(in thousands, excepts share and per share data)

(in thousands, excepts

share and per share data, unaudited)

NOTE 1 – NATURE OF BUSINESS AND BASIS OF

9 unchanged sentences

engage and support their customers.

We operate a single reporting segment and, accordingly, the consolidated statements of profit or loss

provide this information and it is not presented separately here.

The condensed consolidated financial statements

for the three months ended March 31, 2024 and 2023 have been prepared by us without audit pursuant to the rules and regulations of

for the three and six months ended June 30, 2024 and 2023 have been prepared by us without audit pursuant to the rules and regulations

Securities and Exchange Commission (“SEC”).

In the opinion of management, all adjustments necessary to present fairly

our financial position at March 31, 2024, and our results of operations, changes in stockholders’ equity, and cash flows for

the three months ended March 31, 2024 and 2023, have been made.

our financial position at June 30, 2024, and our results of operations, changes in stockholders’ equity, and cash flows for

the six months ended June 30, 2024 and 2023, have been made.

Those adjustments consist of normal and recurring adjustments.

condensed consolidated balance sheet as of December 31, 2023, has been derived from the audited consolidated condensed balance sheet

as of that date.

The condensed

consolidated balance sheet as of December 31, 2023, has been derived from the audited consolidated condensed balance sheet as of

Certain information and note disclosures, including

4 unchanged sentences

in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on April 15, 2024 (“Form

The results of operations for the three months

ended March 31, 2024 are not necessarily indicative of the results to be expected for the full year.

The results of operations for the three and six

months ended June 30, 2024, are not necessarily indicative of the results to be expected for the full year.

On October 24, 2023, the Company acquired 100 %

5 unchanged sentences

The following presents the pro forma consolidated

statement of operations as if Medicx Health had been included in the consolidated results of the Company for the three months ended March

Pro-forma consolidated

statement of operations

statement of operations as if Medicx Health had been included in the consolidated results of the Company for the three and six months

ended June 30, 2023:

Three Months Ended

Six Months Ended

Pro-forma consolidated statement of operations

These amounts have been calculated after applying

3 unchanged sentences

During the year ended December 31, 2023, the Company

disposed of its non-core Access solutions - See Part II, Item 8.

disposed of its non-core Access business - See Part II, Item 8.

Financials Statements and Supplementary Data;

Note 7 - Goodwill and

Intangible Assets in our Form 10-K for additional information regarding this transaction.

A pro-forma statement of operations for the

three months ended March 31, 2023, is not presented for this transaction as the pro-forma impacts were not material to the Company’s

consolidated results.

The Revenue presented in the pro-forma financial consolidated statement of operations data above includes $ 1,876 related to Access

and other non-core solutions for which no revenue was recorded in the three months ended March 31, 2024, (see also the discussion

under Net Revenues in Results of Operations for the Three Months Ended March 31, 2024 and 2023 in Part I, Item 2.

Management’s Discussion

and Analysis of Financial Condition and Results of Operations).

Note 7 - Goodwill and Intangible

Assets in our Form 10-K for additional information regarding this transaction.

A pro forma statement of operations for the three and six

months ended June 30, 2024, is not presented for this transaction as the pro forma impacts were not material to the Company’s consolidated

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

(in thousands, excepts

share and per share data, unaudited)

Revenue presented in the pro forma financial consolidated

statement of operations data above includes $ 1,213 and $ 3,080 , respectively related to the Access and other non-core solutions for which

no revenue was recorded in the three and six months ended June 30, 2024, (see also the discussion under Net Revenues in Results of

Operations for the three and six months ended June 30, 2024 in Part I, Item 2.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations).

Change in Accounting Estimate

In accordance with its policy, the Company periodically

reviews the stand-alone selling prices of its performance obligations under ASC 606 for use in allocating the contract prices.

effective April 1, 2024, the Company updated the methodology for determining the value of program design and consulting services from

the residual method to using an adjusted market assessment approach.

The effect of this change in estimate was immaterial to the results

for the three and six months ended June 30, 2024, but may become material in future periods.

Fair Value of Financial Instruments

Fair value is defined as the price that would

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

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

The fair value should be calculated

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

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

In addition to defining fair value, the disclosure

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

The hierarchy prioritizes the

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

Each fair value

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

measurement in its entirety.

These levels are:

Level 1 – Inputs are based upon unadjusted

quoted prices for identical instruments traded in active markets.

Level 2 – Inputs are based upon significant

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

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

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

Level 3 – Inputs are generally unobservable

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

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

and similar techniques.

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

The Company’s carrying amounts of financial instruments,

including cash and cash equivalents, accounts receivable, accounts payable, and other current liabilities, approximate their fair values

due to their short maturities.

NOTE 2 – NEW ACCOUNTING PRONOUNCEMENTS

9 unchanged sentences

In December 2023, the FASB issued ASU No.

2023-09 (“ASU 2023-09”),

Income Taxes (Topic 740):

(“ASU 2023-09”), Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

ASU 2023-09 addresses investor requests for more transparency about

income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid

ASU 2023-09 addresses investor requests

for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation

and income taxes paid information.

This update also includes certain other amendments to improve the effectiveness of income tax disclosures.

The provisions

of ASU 2023-09 are effective for annual periods beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating

the impact of adopting ASU 2023-09.

The provisions of ASU 2023-09 are effective for annual periods beginning after December 15, 2024, with early adoption permitted.

currently evaluating the impact of adopting ASU 2023-09.

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

(in thousands, excepts share and per share data)

(in thousands, excepts

share and per share data, unaudited)

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

Cash equivalents include items almost as liquid

as cash comprised of investments in AAA rated money market funds that invest in first-tier only securities, which primarily include domestic

commercial paper and securities issued or guaranteed by the U.S.

government or its agencies.

We account for marketable equity securities

in accordance with ASC 321-10, “Investments - Equity Securities”, as the shares have a readily determinable fair value quoted

on the national stock exchange and are classified within Level 1 of the fair value hierarchy.

At June 30, 2024 and December 31, 2023,

we have recorded $ 8.1 million and none , respectively, of money market funds at cost.

NOTE 4 – CAPITALIZED SOFTWARE COSTS

11 unchanged sentences

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

of capitalized internal use software expense for the three months ended March 31, 2024 and 2023 was $ 71 and $ 48 , respectively.

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

balance of which was $ 351 and $ 696 at March 31, 2024 and December 31, 2023, respectively.

of capitalized internal use software expense for the three and six months ended June 30, 2024 and 2023 was $ 71 and $ 141 and $ 48 and

$ 95 , respectively.

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

software account, the balance of which was $ 393 and $ 696 at June 30, 2024 and December 31, 2023, respectively.

NOTE 5 – REVENUES

4 unchanged sentences

able to recognize the revenue.

Included in accounts receivable are unbilled amounts of $ 4,471 and $ 4,198 at March 31, 2024, and December 31,

Included in accounts receivable are unbilled amounts of $ 4,134 and $ 3,288 at June 30, 2024, and December 31,

2023, respectively.

6 unchanged sentences

Unless otherwise specified, revenue is recognized based

on the selling price to customers.

The Company’s contracts are generally all less than one year and the primary performance obligation

on the selling price to customers.The Company’s contracts are generally less than one year and the primary performance obligation

is delivery of messages, or content, but the contract may contain additional services.

5 unchanged sentences

design and related consulting services to be performance obligations separate from the delivery of messages.

The net contract balance

for contracts in progress at March 31, 2024 and December 31, 2023, was $ 33,568 and $ 2,021 , respectively.

The outstanding performance

obligations are expected to be satisfied during the year ended December 31, 2024.

Revenue is recognized at

the point in time when the work product is delivered to the customer.

The net contract balance for contracts in progress at June 30,

2024 and December 31, 2023, was $ 26,766 and $ 2,021 , respectively.

The outstanding performance obligations are expected to be satisfied

during the year ended December 31, 2024.

In certain circumstances, the Company will offer

10 unchanged sentences

For the year ended 2023 and during

the first quarter of 2024, there were two contracts with customers that included a rebate clause.

the first half of 2024, there were two contracts with customers that included a rebate clause.

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

(in thousands, excepts

share and per share data, unaudited)

As the content is distributed through the platform

20 unchanged sentences

where we resell these messaging solutions and have all financial risk and significant operation input and risk, we record the revenue

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

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

(in thousands, excepts share and per share data)

NOTE 4 – REVENUES (CONTINUED)

the gross amount sold and the amount paid to the channel partner as

a cost of sales.

The Company has several signed contracts with customers for the distribution of messaging, or other services, which include payment in

1 unchanged sentence

Deferred revenue was

$ 904 and $ 172 as of March 31, 2024 and December 31, 2023, respectively.

The contracts are all short term in nature and all revenue

is expected to be recognized within 12 months, or less.

The following is a summary of activity for the deferred revenue account for the

three months ended March 31:

$ 1,053 and $ 172 as of June 30, 2024 and December 31, 2023, respectively.

The contracts are all short term in nature and all

revenue is expected to be recognized within 12 months, or less.

The following is a summary of activity for the deferred revenue account

for the six months ended June 30:

Balance January 1 $ 172 $ 164

2 unchanged sentences

Balance March 31 $ 905 $ 735

Revenue recognized ( 1,853 ) ( 3,171 )

Amount collected 2,002 2,887

Balance June 30 $ 1,054 $ 451

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

(in thousands, excepts

share and per share data, unaudited)

Disaggregation of Revenue

7 unchanged sentences

Three Months Ended

Six Months Ended

Revenue recognized over time

16 unchanged sentences

The following is a summary of changes in the allowance for credit losses

for the three months ended March 31,:

for the six months ended June 30,:

Balance at January 1, $ 239 $ 352

Bad debt expense 132 128

Write-offs — —

Balance at March 31, $ 371 $ 480

Bad debt expense — 111

Write-offs — —

Balance at June 30, $ 371 $ 591

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

(in thousands, excepts share and per share data)

(in thousands, excepts

share and per share data, unaudited)

NOTE 6 – LONG-TERM DEBT

debt, net comprised the following at March 31, 2024 and December 31, 2023:

debt, net comprised the following at June 30, 2024 and December 31, 2023:

Term loan, due in 2027

2 unchanged sentences

Long-term debt, net

As of March 31, 2024, the Term loan bears

interest at 14.1 %, with an effective rate of 16.0 %, including the impact of the amortization of debt issuance costs of $ 182 for the three

months ended March 31, 2024.

As of June 30, 2024, the Term loan bears

interest at 14.1 %, with an effective rate of 16.2 %, including the impact of the amortization of debt issuance costs of $ 182 and $ 365 for

the three and six months ended June 30, 2024, respectively.

The Company was in full compliance with the financial

14 unchanged sentences

and in each of the next three fiscal years are as follows:

As of March 31, 2024

of June 30, 2024

2024 (remainder)

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

(in thousands, excepts

share and per share data, unaudited)

NOTE 7 – LEASES

1 unchanged sentence

12 months for office space in four multi-tenant facilities, which are recorded as Operating lease right-of-use assets and Operating lease

For the three months ended March 31, 2024

For the three and six months ended June 30,

2024 and 2023, the Company’s lease cost consists of the following components, each of which is included in operating expenses within

1 unchanged sentence

Three months ended

Six Months Ended

Operating lease cost

1 unchanged sentence

Total lease cost

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

(in thousands, excepts share and per share data)

NOTE 6 – LEASES (CONTINUED)

The table below presents the future minimum lease

payments to be made under operating leases in each of the remainder of the current and next four fiscal years and thereafter:

As of March 31, 2024

of June 30, 2024

2024 (remainder)

Total lease liabilities

The weighted average remaining lease term at March 31,

The weighted average remaining lease term at June 30,

2024 for the operating lease is 2.8 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 $ 54 and $ 22 for the three months ended March 31,

Cash paid for amounts included in the measurement of lease liabilities was $ 109 and $ 45 for the six months ended June 30,

2024 and 2023, respectively.

For the three months ended March 31, 2024 and 2023, payments on lease obligations were $ 65 and $ 25 ,

respectively, and amortization on the right of use assets was $ 51 and $ 25 , respectively.

For the six months ended June 30, 2024 and 2023, payments on lease obligations were $ 127 and $ 49 , respectively,

and amortization on the right of use assets was $ 113 and $ 49 , respectively.

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

(in thousands, excepts

share and per share data, unaudited)

NOTE 8 – STOCKHOLDERS’ EQUITY

1 unchanged sentence

The Company had 10,000,000 shares of preferred

stock, $ 0.001 par value per share, authorized as of March 31, 2024.

stock, $ 0.001 par value per share, authorized as of June 30, 2024.

No shares were issued or outstanding in either 2024 or 2023.

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

$ 0.001 par value per share, authorized as of March 31, 2024.

$ 0.001 par value per share, authorized as of June 30, 2024.

There were 18,320,510 and 18,158,282 shares of common stock outstanding,

net of shares held in treasury of 1,741,397 and 1,741,397 at March 31, 2024 and December 31, 2023, respectively.

During the three months ended March 31, 2024,

the Company issued no shares of our common stock, and received no proceeds in connection with the exercise of options under our 2013 Incentive

Plan and our 2021 Equity Incentive Plan.

The Company issued 22,200 shares of common stock in the three months ended March 31, 2024,

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

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 three months ended March 31, 2024, 9,423 shares, valued at $ 140 , were surrendered and subsequently

During the three months ended March 31, 2023,

the Company issued 9,668 shares of our common stock and received proceeds of $ 40 , in connection with the exercise of options under our

2013 Incentive Plan.

The Company issued 33,272 shares of common stock in the three months ended March 31, 2023, in connection with

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

9,502 shares valued at $ 171 were

surrendered in connection with the net withhold settlement method and were subsequently cancelled.

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

(in thousands, excepts share and per share data)

NOTE 7 – STOCKHOLDERS’ EQUITY (CONTINUED)

net of shares held in treasury of 1,741,397 and 1,741,397 at June 30, 2024 and December 31, 2023, respectively.

During each of the quarters ended March 31, 2024

and June 30, 2024, no shares of our common stock were issued, and no proceeds were received in connection with the exercise of options

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

During the quarters ended March 31, 2024 and June 30,

2024, 22,200 and 140,028 shares of common stock, respectively, were issued 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 six months ended June 30,

2024, a total of 48,281 shares, valued at $ 555,007 , were surrendered and subsequently cancelled.

During the quarters ended March 31, 2023 and June 30,

2023, the Company issued 9,668 and 10,000 shares of our common stock and received proceeds of $ 40 and $ 105 , respectively, in connection

with the exercise of options under our 2013 Incentive Plan.

During the quarters ended March 31, 2023 and June 30,

2023, the Company issued 33,272 and 35,260 shares of common stock in connection with the vesting of restricted stock units under our 2013

Incentive Plan and our 2021 Equity Incentive Plan.

23,217 shares valued at $ 244 were surrendered in connection with the net withhold settlement

method, and were subsequently cancelled.

quarter ended March 31, 2023, the Board authorized a share repurchase program, under which the Company could repurchase up to $ 15.0 million

1 unchanged sentence

This stock repurchase authorization expired on March 12, 2024.

of the quarters ended March 31, 2024 and 2023 , the Company did not repurchase any of

its outstanding shares of common stock.

quarter and six months ended June 30, 2024 the

Company did not repurchase any of its outstanding shares of common stock.

During the quarter and six months

ended June 30, 2023 the Company repurchased 526,999 shares of common stock under this program for a total of $ 7,522 , including

commissions paid on repurchases.

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

NOTE 9 – STOCK BASED COMPENSATION

On June 5, 2024, at the 2024 Annual Meeting of

Stockholders, the Company’s stockholders approved an amendment to the 2021 Equity Incentive Plan to increase the number of shares of common

stock available for awards under the 2021 Equity Incentive Plan by 1,950,000 shares for a total of 4,450,000 shares.

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

(in thousands, excepts

share and per share data, unaudited)

Stock Options

The compensation expense related to options for

the three months ended March 31, 2024 and 2023 was $ 1,353 and $ 1,467 , respectively.

the six months ended June 30, 2024 and 2023 was $ 2,502 and $ 3,122 , respectively.

The fair value of these instruments was calculated

2 unchanged sentences

future over a weighted average period of 1.57 years.

The total intrinsic value of outstanding options at March 31, 2024 was $ 492 .

During 2023, 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.

no expense related to these options recorded during the period.

The total intrinsic value of outstanding options at June 30, 2024 was $ 214 .

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.

was $ 8 in expense related to these options recorded during the three and six months ended June 30, 2024.

Restricted Stock Units

The Company recorded $ 3,424 and $ 4,762 in compensation

expense related to restricted stock units for the three months ended March 31, 2024 and 2023, respectively.

expense related to restricted stock units for the six months ended June 30, 2024 and 2023, respectively.

A total of $ 8,337 remains

to be recognized at March 31, 2024 over a weighted average period of 1.67 years.

to be recognized at June 30, 2024 over a weighted average period of 1.52 years.

During 2022, the Company granted certain performance

based restricted 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 restricted stock units recorded during the period.

There was $ 8 in expense related to these restricted stock units recorded during the three and six months ended June 30, 2024.

The director’s compensation program calls for

1 unchanged sentence

There was $ 402 and $ 352 included in the compensation expense discussed

above related to director’s compensation for the periods ended March 31, 2024 and 2023, respectively.

above related to director’s compensation for the periods ended June 30, 2024 and 2023, respectively.

NOTE 10 – LOSS PER SHARE

10 unchanged sentences

price and will increase as the average stock price increases.

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

(in thousands, excepts share and per share data)

NOTE 8 – LOSS PER SHARE

The following table sets forth the computation

1 unchanged sentence

Three Months Ended

Six Months Ended

Weighted average shares outstanding used in computing net loss per share

1 unchanged sentence

Net loss per share

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL

(in thousands, excepts

share and per share data, unaudited)

The number of common shares potentially issuable

2 unchanged sentences

Three Months Ended

Six Months Ended

Weighted average number of shares for the periods ended

7 unchanged sentences

with partners to acquire minimum amounts of media, data or messaging capabilities.

As of March 31, 2023, the Company had commitments for

future minimum payments of $ 22.6 million that will be reflected in cost of revenues during the years from 2024 through 2028.

Minimum payments

are due in the remainder of 2024 and fiscal 2025, 2026, 2027 and 2028 in the amounts of $ 8.5 million, $ 8.3 million, $ 3.3 million, $ 2.4

As of June 30, 2024, the Company had commitments

for future minimum payments of $ 18.5 million that will be reflected in cost of revenues during the years from 2024 through 2028.

payments are due in the remainder of 2024 and fiscal 2025, 2026, 2027 and 2028 in the amounts of $ 3.9 million, $ 8.5 million, $ 3.6 million,

$ 2.4 million and $ 0.1 million, respectively.

NOTE 12 – INCOME TAXES

The Company reported a provision for income taxes

of $ 344 for the three months ended March 31, 2024, representing an effective tax rate of ( 5.2 )%.

The effective tax rate for the three

months ended March 31, 2024 reflects the impact of certain permanent items, projected increases in our valuation allowance during

the year and discrete items for the quarter related to stock based compensation.

The Company reported a benefit from income taxes

of $ 1,088 and $ 744 for the three and six months ended June 30, 2024, representing an effective tax rate of 21.4 % and 6.4 %.

The effective

tax rate for the three and six months ended June 30, 2024 reflects the impact of certain permanent items, projected increases in

our valuation allowance during the year and discrete items for the quarter related to stock based compensation.

There was no provision for or benefit from taxes

in the three months ended March 31, 2023, as we carried a full valuation allowance against our net deferred tax assets due to our

history of losses.

in the three and six months ended June 30, 2023, as we carried a full valuation allowance against our net deferred tax assets due

to our history of losses.

As discussed in our annual report on Form 10-K

3 unchanged sentences

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