What changed in this filing

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Item 1. Business

2025-03-20 compared with 2024-04-15 · 329 added, 189 removed, 4 unchanged (99% of the section changed)

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.

OptimizeRx is a leading healthcare

technology company that is redefining how life sciences brands connect with patients and healthcare providers.

OptimizeRx is a

Nevada corporation and was founded in 2006 in Rochester, Michigan as a healthcare technology company delivering various types of

messages, including coupons and co-pays directly to physicians and pharmacists though electronic health record (EHR) systems and

ePrescribing (eRx) platforms.

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

organizations, healthcare professionals (HCPs), 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.

By combining artificial intelligence (AI)-driven tools with our original

financial messaging solution, we progressively enhanced our original financial messaging solution.

Our current AI-enabled Dynamic Audience

Activation Platform (DAAP) not only identifies precise HCP audiences, but also estimates which HCPs will see brand eligible patients,

and when such brand eligible patients will be seen.

After acquiring

Healthy Offers, Inc.

(d/b/a “Medicx” or “Medicx Health”) in 2023, we expanded our capabilities to include direct-to-consumer

(DTC) marketing using our patent-protected Micro-Neighborhood Targeting (MNT) solution.

MNT uses de-identified claims data to target not

individual patients, but geographies in which eligible patients live, to better target audiences for brand manufacturers - a

privacy-centric approach to audience creation.

With the integration of DTC marketing, our life sciences brand customers can now access

across our omnichannel network to reach both HCP and patient audiences.

Today, we offer diverse tech-enabled marketing solutions using

sophisticated machine-learning algorithms to find the best audience in the correct channels at the right time.

Customers are able to execute traditional marketing

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

time to increase the value of treatment information for HCPs and patients.

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

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.

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.

of their patients through an intelligent technology platform embedded within a proprietary omnichannel network, OptimizeRx helps life

sciences organizations engage and support their customers.

Business Strategy

OptimizeRx is at a pivotal moment in its almost 20-year

Over the past few months, we have completed an extensive review of our business processes, operations, growth plans, capital

allocation, strategies and opportunities - with the ultimate goal of assessing how we can best create value for our shareholders.

On March 10, 2025, after a rigorous search and selection

process for a new Chief Executive Officer that was conducted by our independent directors with the assistance of a leading executive search

firm, we named Stephen L.

Silvestro as our Chief Executive Officer.

Silvestro leads the next phase of the

Company’s growth and transformation, many of our business priorities will be the same, such as continuing to focus on customer

centricity and delight, operational excellence, disciplined execution, developing stronger relationships with our valued business

partners, and expanding our unique value proposition with our top-tier pharma customers.

However, going forward, a core aspect of

our new value creation strategy will be to drive towards being recognized as a “Rule of 40” company within the next

several years such that our combined annual revenue growth rate and EBITDA margin are 40% or higher.

Like other companies aspiring

to be a “Rule of 40” company, we understand the need to effectively balance growth with profitability.

towards this ambitious financial goal, we plan to develop a re-occurring revenue component to our business as we look to convert our

DAAP customers to a subscription-based model for the data component of our offerings.

We believe this will improve our EBITDA

margins over time while substantially enhancing the overall predictability of our revenue streams.

We also believe this will enhance

our ability to scale our business and more thoughtfully plan for profitable growth.

While we believe we are executing the right strategy,

our Board of Directors and management team understand the need to regularly review our strategy, assess it against a variety of opportunities

that may create greater value, and ensure that the strategy we are executing is fully aligned with the best interests of our shareholders.

Industry Background

Life sciences organizations face a challenging

commercial landscape.

The life sciences industry is characterized by rapidly advancing science and technologies, intense competition,

and a strong emphasis on differentiated products.

As a result, life sciences organizations have

increasingly turned to technology solutions to support their commercial strategies.

According to industry sources, total pharmaceutical

industry commercial spend in the United States is $30 billion of which approximately $10 billion is attributable to commercial digital

We believe significant opportunity exists to address

the unmet needs of life sciences organizations as they relate to digital solutions, including omnichannel access to HCPs, for our customers’

biggest commercial challenges.

These complex challenges include brand visibility to HCPs which is impacted by a competitive drug environment

with sales representatives losing time in front of prescribers, augmented by the amount of time the HCPs have to spend in front of computers

and in the EHR.

Further, EHRs do not often communicate with one another, creating interoperability issues resulting in HCPs not having

all relevant patient information.

In addition, expensive specialty medications are becoming more common and involve more complex diagnosis

criteria - factors that contribute to substantial script abandonment by patients.

Our solutions are designed to address these and other

commercial challenges faced by our customers.

Principal Solutions

We offer clear, actionable solutions to the challenges

faced by our customers, and our combined HCP and DTC marketing strategies are designed to ensure our customers’ brands are positioned

at the right moment and with the right message, always prioritizing the end result:

successful brand engagement to reach both HCPs and

patients, ultimately resulting in improved patient care.

Our principal solutions can be summarized as follows:

Audience Development:

● Dynamic Audience Activation Platform (DAAP) generates dynamic audiences

with predictive analytics via machine learning methods.

This identifies which potentially qualified patients and which HCPs to actively

engage based on the patient’s care journey and disease progression.

These dynamic audiences provide our manufacturing customers

with relevant and timely targets, generating a higher likelihood of impact.

● Micro-Neighborhood Targeting (MNT) creates consumer audiences using

a privacy-first process.

MNT looks for all patients expressing brand eligibility signals (covering more than 90% of the U.S.

then scores over 35 million 9-digit zip codes based on the concentration of those signals to create a prioritized, yet de-identified audience.

Geographies are automatically refreshed and prioritized regularly for maximum marketing relevance and precision.

Our clients may then

activate these audiences through programmatic Demand-Side Platforms (DSPs).

Audience Profiling:

● Our audience profiling solution, Profiler, provides insights into our customers’

target consumers, identifying the most cost effective and engaging channels, partners, and strategies for our customers.

Audience profiling

enables clients to maximize marketing dollars, focusing on channels their targets are most likely to be consuming, and more specifically

focusing on the media partners within those channels.

This is critical to upfront planning as well as periodic analysis to ensure efficient

use of marketing budgets.

Audience Activation and Media Execution

● Our primary media offering is banner messaging delivered to HCPs.

Banner messages include brand messaging,

therapeutic support messaging, affordability messaging, HUB awareness, limited distribution drug information, and patient support program

We can deliver these in a number of ways via our HCP omnichannel network (EHR systems and eRx platforms), programmatic social

media, and programmatic display.

● With the acquisition of Medicx, our omnichannel solutions expanded further to offering media execution

solutions to consumer audiences.

To reach consumer audiences - brand eligible patients - we deliver messages via our consumer omnichannel

network including through 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.

Pharmacy Alerts

● Pharmacy Alerts improves the existing workflow for prescribing HCPs by informing

them in real time about which pharmacies are able to fill a patient’s prescription.

Currently, HCPs typically see a list of pharmacies

near their patients, sorted by proximity, without regard to whether each pharmacy carries the medication or is permitted to fill it (in

case of a limited distribution drug).

Pharmacy Alerts flags pharmacies that have the medication in stock and are able to fill the prescriptions,

resulting in less frustration and added work for prescribing physicians, pharmacies and patients and less waiting time to get essential

medications to the patients.

Financial Messaging

● Financial Messaging provides prescribers visibility to branded copay offers for patients directly within

their EHR systems and eRx platforms.

It allows prescribers to print or digitally send copay offer details to the dispensing pharmacy.

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.

Sales and Marketing

The go-to-market

strategy for the business aligns sales and marketing efforts while keeping customer engagement at the core.

Engaging customers early,

providing value throughout their journey, and nurturing long-term relationships drive sustainable growth and retention.

Our sales and

marketing teams include over 25 individuals focused on awareness, adoption and expansion of data and technology solutions designed to

address the digital engagement needs of life sciences brands and their agency partners.

patent pending patient-centric omnichannel engagement platform combines artificial intelligence (AI) and human intelligence (HI), to determine

the optimal time to engage patients and physicians.

We synchronize HCP and DTC marketing across the programmatic and point-of-care channels

to increase brand conversions, streamline therapy starts, and build stronger brand relationships.

Our 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.

Our proprietary technology platform enables us

to curate privacy safe DTC audiences, dynamic HCP and DTC audiences, and effectively manage digital media campaigns for our advertiser

clients (agencies, and manufacturer/brands) across our channel partner network.

Our platform consists of a unified data intelligence technology

stack, multiple cloud-based data warehouses, and in-house applications and application programming interface layers.

Collectively, this

platform enables us with a collaborative environment for data engineering, data science, and machine learning, an efficient method to

curate privacy safe DTC audiences, and a scalable means to manage both point-of-care media campaigns and the supply-side inventory request

For the management of point-of-care media campaigns, the platform integrates advanced features of a Supply-Side Platform (SSP),

allowing us to provide seamless access to an expansive range of point-of-care inventory via our strategic partnerships.

As an SSP, our

platform enables us to manage and optimize our point-of-care network’s ad inventory, maximizing their revenue.

On the demand side,

our platform empowers our account and program managers to efficiently manage our customers’ campaign(s).

Our technology is built

on a scalable and secure architecture that supports high-performance data processing, real-time decisioning, and integration with third-party

data providers.

To support our growth and provide maximum security,

scalability, and flexibility, all 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, Business Intelligence, Platform Services, and Internal Systems Support.

System enhancements

in 2024 included system and framework upgrades, documentation of processes and procedures, security implementation for ongoing cybersecurity,

Sarbanes Oxley, HIPAA, and customer security assessments, and in achieving both System and Organization

Controls (SOC) 2 Type 1 and Type 2 certifications.

The competitive

landscape within life sciences digital marketing is constantly evolving.

Our solutions face competition from numerous other companies.

We compete broadly in the dynamic and ever-evolving

pharmaceutical and life sciences digital marketing industry with healthcare data suppliers, health-focused demand-side platforms, and

health-focused walled garden websites and web platforms, and advertising networks that aggregate traffic from multiple web sites or point-of-care

platforms such as telehealth, EHR, eRx, physician practice management, health information exchanges (HIE), and site-based platforms within

large health systems.

Our competitors include large well-known companies with established names, solid market niches, and wide arrays

of product offerings and marketing networks.

As innovators

in the industry, we have patented and patent-pending technologies that provide unique differentiation, including a patient-centric focus

on brand conversion, and value generation for our customers.

Our extensive point-of-care network provides our customers with unparalleled

reach to relevant prescribers.

We are uniquely able to use DAAP to produce targeted, privacy-safe audiences for both consumers and their

treating HCPs, allowing brand engagement to occur within the likely care window to find brand-eligible patients at the right time for

brand adoption.

DAAP leverages the investment in data and AI technologies, combined with human intelligence, in applying brand-specific

strategies to optimize program performance.

Our patented MNT technology provides a unique opportunity for pharmaceutical brands to market

to consumers while adhering to HIPAA and state level privacy requirements.

For more information on risks relating to our

competition, see Item 1A.

Risk Factors.

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.

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

Intellectual Property

Historically, we have created intellectual property

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

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,

2024, we held five patents and two 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, subject to term adjustments made by the patent office.

In addition, we own registered trademarks in the

United States and other countries.

As of December 31, 2024, OPTIMIZERx, OPTIMIZEMD, CareSpeak, DIETWATCH, Innovate4Outcomes, SPRx,

SPx, RMDY, Specialty Express, TELAREP, Medicx, Micro-Neighborhood, and Geomedical Targeting are our registered trademarks.

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.

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.

Many states have enacted laws regulating

the processing of personal information which may reduce demand for placing digital ads in general, especially when those ads relate to

medications, medical products, or health conditions.

Although our solutions address these laws by using publicly available information

and by processing de-identified and aggregated information, and we use this data to target geographies rather than individuals, our customers

and partners in the advertising industry remain subject to these regulatory pressures and may not process personal information in this

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.

Human Capital

As of December 31, 2024, we had 106 full-time

employees and 1 part-time employee in the U.S, as well as 22 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.

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

We are dedicated to providing a supportive and

respectful environment for our employees where everyone feels valued, and we celebrate both the differences and similarities among our

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, including “Cultural Café”, “Food Waste Awareness”,

“Movement Challenge”, and “Affinity Groups”.

We 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.

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 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

and we incentivize select employees through the granting of stock-based awards and cash-based performance bonus awards.

Smaller Reporting Company

We are a “smaller reporting company”

as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

As a result, we may take advantage of

certain reduced disclosure obligations available to smaller reporting companies, including the exemption from compliance with the auditor

attestation requirements pursuant to the Sarbanes-Oxley Act of 2022, reduced disclosure about our executive compensation arrangements

and the requirements to provide only two years of audited financial statements in our annual reports and registration statements.

continue to be a “smaller reporting company” as long as (1) we have a public float (i.e., the market value of our American

Depositary Shares held by non-affiliates) less than $250 million calculated as of the last business day of our most recently completed

second fiscal quarter, or (2) our annual revenues are less than $100 million for our previous fiscal year and we have either no public

float or a public float of less than $700 million as of the end of that fiscal year’s second fiscal quarter.

Decreased disclosures

in our SEC filings due to our status as a “smaller reporting company” may make it harder for investors to analyze our results

of operations and financial prospects.

Corporate Information

On January 31, 2006, Optimizer Systems, L.L.C.

formed in the State of Michigan and, on October 16, 2007, OptimizeRx Corporation was separately incorporated in Michigan.

On October 22,

2007, Optimizer Systems, LLC merged into OptimizeRx Corporation, a Michigan corporation, and the name OptimizeRx Corporation remained

unchanged following the merger.

On April 14, 2008, an alternative reporting company with the OTC Market

Group, Inc., known at the time as RFID Ltd., and formed in the State of Colorado, entered into a share exchange agreement with the stockholders

of OptimizeRx Corporation, pursuant to which the stockholders of OptimizeRx Corporation exchanged all of the issued and outstanding capital

stock of OptimizeRx Corporation for shares of common stock of RFID Ltd.

As of April 30, 2008, RFID’s officers and directors

resigned their positions and RFID changed its business to OptimizeRx’s business.

On April 15, 2008, RFID Ltd’s

corporate name was changed to OptimizeRx Corporation, a Colorado corporation.

On September 4, 2008, the Company then completed a migratory

merger, thereby changing the Company’s state of incorporation from Colorado to Nevada, resulting in OptimizeRx Corporation, a Nevada

corporation becoming the parent corporation of OptimizeRx Corporation, a Michigan corporation.

On April 11, 2023, OptimizeRx Corporation,

a Michigan corporation was merged with and into OptimizeRx Corporation, a Nevada corporation.

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

(d/b/a Medicx Health or “Medicx Health”), a Nevada corporation, and CareSpeak Communications, d.o.o., a controlled

foreign corporation incorporated in Croatia.

Our principal executive offices are located at

260 Charles Street Suite 302, Waltham, MA 02453 and our telephone number is (248) 651-6568.

Our website address is www.optimizerx.com .

Information contained on or accessible through this website is not incorporated by reference in, or otherwise a part of, this Annual Report

on Form 10-K, and any references to this website are intended to be inactive textual references only.

Available Information

We 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 (the “SEC”).

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.

Reports are available free of charge as soon as reasonably

practicable after we electronically file them with, or furnish them to, the SEC.

From 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.

Information 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 only.

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