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Item 1. Financial Statements

2025-08-08 compared with 2025-05-13 · 134 added, 107 removed, 381 unchanged (39% of the section changed)

1 unchanged sentence

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

Condensed Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024;

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024 (unaudited);

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2025 and 2024 (unaudited);

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (unaudited);

Condensed Consolidated Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024;

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited);

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited);

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 (unaudited);

Notes to Condensed Consolidated Financial Statements (unaudited).

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Cash and cash equivalents $ 16,585 $ 13,380

Accounts receivable, net of allowance for credit losses of $ 335 at March 31, 2025 and December 31, 2024

Accounts receivable, net of allowance for credit losses of $ 260 and $ 335 at June 30, 2025 and December 31, 2024, respectively

33,512 38,212

Taxes receivable 646 —

Prepaid expenses and other 2,305 2,379

Prepaid expenses and other assets

Total current assets 54,080 53,971

25 unchanged sentences

Stockholders’ equity

Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, none issued and outstanding at March 31, 2025 and December 31, 2024

Common stock, $ 0.001 par value, 166,666,667 shares authorized, 20,234,186 and 20,194,697 shares issued at March 31, 2025 and December 31, 2024, respectively

Treasury stock, $ 0.001 par value, 1,741,397 shares held at March 31, 2025 and December 31, 2024

Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, none issued and outstanding at June 30, 2025 and December 31, 2024

Common stock, $ 0.001 par value, 166,666,667 shares authorized, 20,297,388 and 20,194,697 shares issued at June 30, 2025 and December 31, 2024, respectively

Treasury stock, $ 0.001 par value, 1,741,397 shares held at June 30, 2025 and December 31, 2024

Additional paid-in-capital 204,301 201,348

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For the Three Months Ended

June 30, For the Six Months Ended

2025 2024 2025 2024

Net revenue $ 29,195 $ 18,812 $ 51,123 $ 38,502

5 unchanged sentences

Total operating expenses 15,446 15,453 30,904 32,685

Loss from operations ( 2,114 ) ( 5,029 )

Income (loss) from operations 3,189 ( 3,749 ) 1,075 ( 8,778 )

Other income (expense)

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Total other expense, net ( 1,476 ) ( 1,347 ) ( 2,646 ) ( 2,874 )

Loss before provision for income taxes ( 3,284 ) ( 6,555 )

Income (loss) before provision for income taxes 1,713 ( 5,096 ) ( 1,571 ) ( 11,652 )

Income tax benefit (expense) ( 181 ) 1,088 904 744

Net loss $ ( 2,199 ) $ ( 6,899 )

Net income (loss) $ 1,532 $ ( 4,008 ) $ ( 667 ) $ ( 10,908 )

Weighted average number of shares outstanding – basic 18,510,834 18,257,879 18,490,931 18,213,992

Weighted average number of shares outstanding – diluted 19,015,496 18,257,879 18,490,931 18,213,992

Loss per share – basic $ ( 0.12 ) $ ( 0.38 )

Loss per share – diluted $ ( 0.12 ) $ ( 0.38 )

Income (loss) per share – basic $ 0.08 $ ( 0.22 ) $ ( 0.04 ) $ ( 0.60 )

Income (loss) per share – diluted $ 0.08 $ ( 0.22 ) $ ( 0.04 ) $ ( 0.60 )

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

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2025

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

(in thousands, except share data, unaudited)

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Balance March 31, 2025 20,234,186 $ 20 ( 1,741,397 ) $ ( 2 ) $ 202,819 $ ( 86,567 ) $ 116,270

Stock based compensation expense

Options — — — — 573 — 573

Restricted stock — — — — 915 — 915

Issuance of common stock

For restricted stock units vested 63,202 — — — ( 6 ) — ( 6 )

Net income — — — — — 1,532 1,532

Balance June 30, 2025 20,297,388 $ 20 ( 1,741,397 ) $ ( 2 ) $ 204,301 $ ( 85,035 ) $ 119,284

OPTIMIZERX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2024

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

(in thousands, except share data, unaudited)

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Balance March 31, 2024 19,921,879 $ 20 ( 1,741,397 ) $ ( 2 ) $ 193,677 $ ( 71,158 ) $ 122,537

Stock based compensation expense

Options — — — — 1,149 — 1,149

Restricted stock — — — — 1,753 — 1,753

Issuance of common stock

For restricted stock units vested 140,028 — — — ( 415 ) — ( 415 )

Net loss — — — — — ( 4,008 ) ( 4,008 )

Balance June 30, 2024 20,061,907 $ 20 ( 1,741,397 ) $ ( 2 ) $ 196,164 $ ( 75,166 ) $ 121,016

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

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(in thousands, unaudited)

For the Three Months Ended

For the Six Months Ended

OPERATING ACTIVITIES:

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Accrued expenses and other liabilities 4,138 ( 2,264 )

Taxes receivable and payable ( 431 ) 323

Operating lease liabilities 9 —

Deferred tax liabilities ( 1,033 ) —

Taxes receivable and payable ( 964 ) ( 855 )

Deferred revenue 11 881

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OptimizeRx helps life science organizations engage and support their customers through our combined HCP and DTC marketing strategies.

The condensed consolidated financial statements for the three months ended March 31, 2025 and 2024 have been prepared by us without audit pursuant to the rules and regulations of the U.S.

The condensed consolidated financial statements for the three and six months ended June 30, 2025 and 2024 have been prepared by us without audit pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”).

In the opinion of management, all adjustments necessary to present fairly our financial position at March 31, 2025, and our results of operations, changes in stockholders’ equity, and cash flows for the three months ended March 31, 2025 and 2024, have been made.

In the opinion of management, all adjustments necessary to present fairly our financial position at June 30, 2025, and our results of operations, changes in stockholders’ equity for the three and six months ended June 30, 2025 and 2024, and cash flows for the six months ended June 30, 2025 and 2024, have been made.

Those adjustments consist of normal and recurring adjustments.

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These condensed consolidated financial statements should be read in conjunction with a reading of the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 20, 2025 (“Form 10-K”).

The results of operations for the three months ended March 31, 2025 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, 2025, are not necessarily indicative of the results to be expected for the full year.

Segment Reporting

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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 March 31, 2025 and December 31, 2024, we have recorded $ 8,391 and $ 8,300 , respectively, of money market funds at approximate fair value.

At June 30, 2025 and December 31, 2024, we have recorded $ 8,481 and $ 8,300 , respectively, of money market funds at approximate fair value.

OPTIMIZERX CORPORATION

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Capitalized internal use software development costs are included in intangible assets and are amortized on a straight-line basis over the estimated useful life of the software platforms and are included in depreciation and amortization within operating expenses in the condensed consolidated statements of operations.

Amortization of capitalized internal use software expense for the three months ended March 31, 2025 and 2024 was $ 91 and $ 71 , respectively.

The Company accumulates capitalizable costs related to current projects in a construction in process (“CIP”) software account, the balance of which was $ 378 and $ 320 at March 31, 2025 and December 31, 2024, respectively.

Amortization of capitalized internal use software expense for the three and six months ended June 30, 2025 and 2024 was $ 73 and $ 164 and $ 71 and $ 141 , respectively.

The Company accumulates capitalizable costs related to current projects in a construction in process (“CIP”) software account, the balance of which was $ 411 and $ 320 at June 30, 2025 and December 31, 2024, respectively.

NOTE 5 – LONG-TERM DEBT

Long-term debt, net comprised of the following at March 31, 2025 and December 31, 2024:

Long-term debt, net comprised of the following at June 30, 2025 and December 31, 2024:

2025 December 31,

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In connection with the Term Loan the Company incurred issuance costs of approximately $ 2,270 , which were capitalized and are being amortized to interest expense over the life of the Term Loan.

Amortization of debt issuance costs for the three months ended March 31, 2025 and March 31, 2024 was $ 174 and $ 182 , respectively.

Amortization of debt issuance costs for the three and six months ended June 30, 2025 and 2024 was $ 437 and $ 611 and $ 182 and $ 365 , respectively.

The Company’s obligations under the Term Loan are secured by all of the Company’s and its subsidiaries’ assets (including a pledge of all of the capital stock and equity interests of its subsidiaries).

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added back to net income in the calculation of Consolidated EBITDA, adjusted for any increase/decrease in working capital during the fiscal year.

During the three months ended March 31, 2025 and March 31, 2024, the Company made total principal repayments of $ 0.5 million.

During the three and six months ended June 30, 2025 and 2024, the Company made total principal repayments of $ 4.5 million and $ 5.0 million and $ 0.5 million and $ 1.0 million, respectively.

At the Company’s option the Term Loan, or any portion thereof bears interest at either:

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Three-month SOFR plus an adjustment of 26.161 basis points and an Applicable Margin of 8.5 %

As of March 31, 2025, the Term Loan bears interest at 13.1 %, with an effective interest rate of 15.5 % for the three months ended March 31, 2025, including the impact of the amortization of debt issuance costs.

As of June 30, 2025, the Term Loan bears interest at 13.1 %, with an effective interest rate of 19.6 % for the three months ended June 30, 2025 and an effective interest rate of 17.3 % for the six months ended June 30, 2025, including the impact of the amortization of debt issuance costs.

The Term Loan requires the Company to maintain certain maximum leverage ratios and Liquidity (as defined in the Financing Agreement), of at least $ 5.0 million.

The Company was in compliance with its financial covenants as of March 31, 2025.

The Company was in compliance with its financial covenants as of June 30, 2025.

The Term Loan contains customary events of default, which include, (subject to, in certain circumstances to grace and cure periods), non-payment of principal and interest, non-compliance with certain covenants, commencement of bankruptcy proceedings and a change in control.

Payments due on the Term Loan in each of the next three years subsequent to March 31, 2025, are as follows:

As of March 31, 2025

Payments due on the Term Loan in each of the next three years subsequent to June 30, 2025, are as follows:

As of June 30, 2025

2025 (remainder) $ 1,000

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We had operating leases with terms greater than 12 months for office space in four multi-tenant facilities, which are recorded as Operating lease right-of-use assets and Operating lease liabilities.

For the three months ended March 31, 2025 and 2024, the Company’s lease cost consists of the following components, each of which is included in operating expenses within the Company’s condensed consolidated statements of operations:

Three Months Ended

For the three and six months ended June 30, 2025 and 2024, the Company’s lease cost consists of the following components, each of which is included in operating expenses within the Company’s condensed consolidated statements of operations:

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Operating lease cost $ 60 $ 62 $ 122 $ 124

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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, 2025

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 three fiscal years:

As of June 30, 2025

2025 (remainder) $ 115

Thereafter — —

discount — 55

Total lease liabilities $ — $ 548

As of March 31, 2025, operating lease payments excludes approximately $ 269 of legally binding minimum lease payments for leases signed but which we have not yet commenced payments.

The weighted average remaining lease term at March 31, 2025 for the operating leases is 2.6 years, and the weighted average discount rate used in calculating the operating lease asset and liability is 6.01 %.

Cash paid for amounts included in the measurement of lease liabilities was $ 60 and $ 54 for the three months ended March 31, 2025 and 2024, respectively.

For the three months ended March 31, 2025 and 2024, payments on lease obligations were $ 68 and $ 65 , respectively, and amortization on the right of use assets was $ 62 and $ 51 , respectively.

The weighted average remaining lease term at June 30, 2025 for the operating leases is 2.81 years, and the weighted average discount rate used in calculating the operating lease asset and liability is 6.91 %.

Cash paid for amounts included in the measurement of lease liabilities was $ 100 and $ 109 for the six months ended June 30, 2025 and 2024, respectively.

For the six months ended June 30, 2025 and 2024, payments on lease obligations were $ 114 and $ 127 , respectively, and amortization on the right of use assets was $ 122 and $ 113 , respectively.

NOTE 7 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company had 10,000,000 shares of preferred stock, $ 0.001 par value per share, authorized as of March 31, 2025.

The Company had 10,000,000 shares of preferred stock, $ 0.001 par value per share, authorized as of June 30, 2025.

No shares were issued or outstanding in either 2025 or 2024.

The Company had 166,666,667 shares of common stock, $ 0.001 par value per share, authorized as of March 31, 2025.

There were 18,492,789 and 18,453,300 shares of common stock outstanding, net of shares held in treasury of 1,741,397 and 1,741,397 at March 31, 2025 and December 31, 2024, respectively.

During the three months ended March 31, 2025, 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 (the “2013 Plan”) and our 2021 Equity Incentive Plan (“2021 Plan”).

The Company issued 39,489 shares of common stock in the three months ended March 31, 2025, in connection with the vesting of restricted stock units under our 2013 Plan and our 2021 Plan.

The Company had 166,666,667 shares of common stock, $ 0.001 par value per share, authorized as of June 30, 2025.

There were 18,555,991 and 18,453,300 shares of common stock outstanding, net of shares held in treasury of 1,741,397 and 1,741,397 at June 30, 2025 and December 31, 2024, respectively.

During each of the quarters ended March 31, 2025 and June 30, 2025, 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 (the “2013 Plan”) and our 2021 Equity Incentive Plan (“2021 Plan”).

The Company issued 39,489 and 63,202 shares of common stock, respectively, in the quarters ended March 31, 2025 and June 30, 2025, in connection with the vesting of restricted stock units under our 2013 Plan and our 2021 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 three months ended March 31, 2025, 14,038 shares, valued at $ 87 , were surrendered and subsequently cancelled.

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 Plan and our 2021 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 Plan and our 2021 Plan.

Of the shares issued to participants during the six months ended June 30, 2025, 14,552 shares, valued at $ 93 , were surrendered and subsequently cancelled.

During the quarters ended March 31, 2024 and June 30, 2024, the Company issued no shares of our common stock and received no proceeds in connection with the exercise of options under our 2013 Plan and our 2021 Plan.

The Company issued 22,200 and 140,028 shares of common stock, respectively, in the quarters ended March 31, 2024 and June 30, 2024, in connection with the vesting of restricted stock units under our 2013 Plan and our 2021 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 three months ended March 31, 2024, 9,423 shares valued at $ 140 were surrendered in connection with the net withhold settlement method and were subsequently cancelled.

Of the shares issued to participants during the six months ended June 30, 2024, 48,281 shares, valued at $ 555 , were surrendered in connection with the net withhold settlement method, and were subsequently cancelled.

Treasury Stock

During the quarter ended March 31, 2023, the Company's Board of Directors (the “ Board ”) authorized a share repurchase program, under which the Company could repurchase up to $ 15.0 million of its outstanding common stock.

This stock repurchase authorization expired on March 12, 2024.

OPTIMIZERX CORPORATION

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NOTE 7 – STOCKHOLDERS’ EQUITY (CONTINUED)

Treasury Stock

During the quarter ended March 31, 2023, the Board authorized a share repurchase program, under which the Company could repurchase up to $ 15.0 million of its outstanding common stock.

This stock repurchase authorization expired on March 12, 2024.

During each of the quarters ended March 31, 2025 and March 31, 2024 , the Company did not repurchase any of its outstanding shares of common stock .

During the three and six months ended June 30, 2025 and 2024, the Company did not repurchase any of its outstanding shares of common stock .

NOTE 8 – STOCK BASED COMPENSATION

The Company sponsors two stock-based incentive compensation plans.

The first plan is known as the 2013 Plan and was established by the Board of Directors of the Company in June 2013.

The 2013 Plan, as amended, authorized the issuance of 3,000,000 shares of Company common stock.

The amended plan was approved by stockholders.

In connection with the adoption of a new plan in 2021, the Company froze the 2013 Plan.

A total of 191,845 shares of common stock underlying options and 4,000 shares of common stock underlying restricted stock unit awards were outstanding at March 31, 2025.

At March 31, 2025, there were no shares available for grant under the 2013 Plan.

In 2021, the Company adopted a new plan known as the 2021 Plan.

The plan was established by the Board of Directors and approved by stockholders in August 2021.

On June 5, 2024, at the 2024 Annual Meeting of Stockholders, the Company's stockholders approved an amendment to the 2021 Plan to increase the number of shares of common stock available for awards under the 2021 Plan by 1,950,000 shares for a total of 4,450,000 shares.

A total of 1,500,037 shares of common stock underlying options and 614,465 shares of common stock underlying restricted stock unit awards were outstanding at March 31, 2025.

At March 31, 2025, 1,183,398 shares were available for grant under the 2021 Plan.

In June 2013, the Board approved and adopted, and the Company’s stockholders approved, the OptimizeRx Corporation 2013 Incentive Plan, which was subsequently amended and approved in 2016, 2018, 2019, and 2020 (the “2013 Incentive Plan”).

The 2013 Incentive Plan, as amended, authorized the issuance of 3,000,000 shares of Company common stock.

In connection with the adoption of a new incentive plan in 2021, the Company froze the 2013 Incentive Plan.

A total of 184,345 shares of common stock underlying options and 4,000 shares of common stock underlying restricted stock unit awards were outstanding under the 2013 Incentive Plan at June 30, 2025.

At June 30, 2025, there were no shares available for grant under the 2013 Incentive Plan.

In 2021, the Board approved and adopted the OptimizeRx Corporation 2021 Equity Incentive Plan (the “2021 Incentive Plan”).

The 2021 Incentive Plan was approved by stockholders in August 2021.

On June 5, 2024, at the 2024 Annual Meeting of Stockholders, the Company's stockholders approved an amendment to the 2021 Incentive Plan to increase the number of shares of common stock available for awards under the 2021 Incentive Plan by 1,950,000 shares for a total of 4,450,000 shares.

A total of 1,598,154 shares of common stock underlying options and 667,482 shares of common stock underlying restricted stock unit awards were outstanding under the 2021 Incentive Plan at June 30, 2025.

At June 30, 2025, 1,587,977 shares were available for grant under the 2021 Incentive Plan.

Stock Options

The compensation expense that has been charged against income related to options for the three months ended March 31, 2025 and 2024 was $ 579 and $ 1,353 , respectively.

The compensation expense that has been charged against income related to options for the three and six months ended June 30, 2025 and 2024 was $ 573 and $ 1,152 and $ 1,149 and $ 2,502 , respectively.

There is $ 3,027 of remaining expense related to unvested options to be recognized in the future over a weighted average period of 2.13 years.

The total intrinsic value of outstanding options at March 31, 2025 was $ 2,394 .

The total intrinsic value of outstanding options at June 30, 2025 was $ 6,446 .

The fair value of these instruments was calculated using the Black-Scholes option pricing model.

During 2022, the Company granted certain performance-based stock options, the expense for which will be recorded over time once the achievement of the performance is deemed probable.

There was $ 8 in expense related to these options recorded during the quarter ended March 31, 2025.

There was no expense related to these options for the three months ended March 31, 2024.

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

There was $ 8 and $ 16 in expense related to these options recorded during the three and six months ended June 30, 2025, respectively.

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

The fair value of these instruments was calculated using the Black-Scholes option pricing model.

Restricted Stock Units

The Company recorded $ 979 and $ 1,671 in compensation expense related to restricted stock units for the three months ended March 31, 2025 and March 31, 2024, respectively.

A total of $ 3,996 remains to be recognized at March 31, 2025 over a weighted average period of 1.81 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 $ 8 in expense related to these restricted stock units recorded during the quarter ended March 31, 2025.

There was no expense related to these restricted stock units recorded for the three months ended March 31, 2024.

The Company recorded $ 915 and $ 1,894 and $ 1,753 and $ 3,424 in compensation expense related to restricted stock units for the three and six months ended June 30, 2025 and 2024, respectively.

A total of $ 4,547 remains to be recognized at June 30, 2025 over a weighted average period of 1.78 years.

The fair value of these instruments is based on the closing price of our common stock as reported on the Nasdaq Capital Market on the date of grant.

From time to time, the Company grants 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 $ 8 and $ 16 in expense related to these restricted stock units recorded during the three and six months ended June 30, 2025, respectively.

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

The fair value of these instruments was calculated using the Black-Scholes option pricing model.

The fair value of these instruments is based on the closing price of our common stock as reported on the Nasdaq Capital Market on the date of grant.

OPTIMIZERX CORPORATION

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The director's compensation program calls for the grant of restricted stock units with a one year vesting period.

There was $ 173 and $ 199 included in the compensation expense discussed above related to director's compensation for the three months ended March 31, 2025 and March 31, 2024, respectively.

There was $ 163 and $ 336 and $ 203 and $ 402 included in the compensation expense discussed above related to director's compensation for the three and six months ended June 30, 2025 and 2024, respectively.

Equity Award Modification

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At December 31, 2024, the remaining expense of $ 1,556 related to the October 2021 grant of market-based restricted stock units was accelerated upon the departure of the CEO.

The expense for unvested stock-options and restricted stock units related to the April 2023 grant was reversed.

The expense for unvested stock-options and restricted stock units related to the April 2023 grant was reversed upon their forfeiture at the departure of the CEO.

NOTE 9 – REVENUES

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The Company’s contracts are generally all less than one year and the primary performance obligation is delivery of messages, or our forms of content, but the contract may contain additional services.

The net contract balance for contracts in progress at March 31, 2025 and December 31, 2024, was $ 35,342 and $ 4,288 , respectively.

The net contract balance for contracts in progress at June 30, 2025 and December 31, 2024, was $ 41,013 and $ 4,288 , respectively.

The outstanding performance obligations are expected to be satisfied during the year ending December 31, 2025.

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NOTE 9 – REVENUES (CONTINUED)

December 31, 2024 and during the first three months of 2025, there were two contracts with customers that included a rebate clause.

December 31, 2024 and during the first six months of 2025, there were two contracts with customers that included a rebate clause.

As the content is distributed through the platform and network of channel partners (a transaction), these transactions are recorded, and revenue is recognized over time as the distributions occur.

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In instances where the Company resells these messaging solutions and has all financial risk and significant operation input and risk, the Company records the revenue based on the gross amount sold and the amount paid to the channel partner as a cost of sales.

The amount of revenue recognized as an agent on a net basis was $ 3,373 and $ 2,625 for the three months ended March 31, 2025 and March 31, 2024, respectively.

The amount of revenue recognized as an agent on a net basis was $ 6,325 and $ 5,602 for the six months ended June 30, 2025 and 2024, respectively.

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

The payments are not recorded as revenue until the revenue is earned under our revenue recognition policy.

Deferred revenue was $ 511 and $ 473 as of March 31, 2025 and December 31, 2024, respectively.

The payments are not recorded as revenue until the revenue is earned under its revenue recognition policy.

Deferred revenue was $ 484 and $ 473 as of June 30, 2025 and December 31, 2024, 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:

Three Months Ended

The following is a summary of activity for the deferred revenue account for the six months ended June 30, 2025 and 2024, respectively:

Balance January 1 $ 473 $ 172

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Balance March 31 $ 511 $ 904

Revenue recognized ( 5,416 ) ( 1,853 )

Amount collected 5,389 2,002

Balance June 30 $ 484 $ 1,053

Disaggregation of Revenue

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Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Revenue recognized over time $ 29,168 $ 17,769 $ 50,950 $ 34,694

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Past-due receivable balances are written off when the Company’s collection efforts have been exhausted.

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

Three Months Ended

The following is a summary of changes in the allowance for credit losses for the six months ended June 30,:

Balance at January 1, $ 335 $ 239

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Balance at March 31, $ 335 $ 371

Provision for credit losses — —

Write-offs ( 75 ) —

Balance at June 30, $ 260 $ 371

From time to time, we may record revenue based on our revenue recognition policies in advance of being able to invoice the customer, or we may invoice the customer prior to being able to recognize the revenue.

Included in accounts receivable are unbilled amounts of $ 4,240 and $ 3,241 at March 31, 2025 and December 31, 2024, respectively.

Included in accounts receivable are unbilled amounts of $ 3,483 and $ 3,241 at June 30, 2025 and December 31, 2024, respectively.

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

Related Party Transactions

NOTE 10 – RELATED PARTY TRANSACTIONS

Related party transactions include transactions between the Company and its stockholders, management, or affiliates.

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During the year ended December 31, 2010, the Company acquired the technical contributions and assignment of all exclusive rights to and for a key patent in process at the time from a former CEO, in exchange for a total payment in shares of common stock and options valued at $ 930 at the time of the acquisition and recorded the patent at that cost.

That patent remains in Patents Rights on the condensed consolidated balance sheet as of March 31, 2025 and December 31, 2024.

That patent remains in Patents Rights on the condensed consolidated balance sheet as of June 30, 2025 and December 31, 2024.

Jim Lang, one of our Board Members, is the CEO of Eversana, a leading global provider of services to the life sciences industry.

Eversana is similar to other customers from which we generate revenue, such as agencies or resellers.

During the three months ended March 31, 2025 and March 31, 2024, we have recognized $ 242 and $ 72 , respectively, in revenue from

OPTIMIZERX CORPORATION

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(in thousands, excepts share and per share data, unaudited)

NOTE 9 - REVENUES (CONTINUED)

contracts engaged with Eversana.

NOTE 10 – RELATED PARTY TRANSACTIONS (CONTINUED)

three and six months ended June 30, 2025 and 2024, we have recognized $ 243 and $ 485 and none and $ 72 , respectively, in revenue from contracts engaged with Eversana.

These contracts were sourced by Eversana on behalf of life science customers of theirs.

The contracts are at market rates and were generated in the normal course of business.

NOTE 10 – LOSS PER SHARE

NOTE 11 – INCOME (LOSS) PER SHARE

Basic earnings per share (“EPS”) is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period.

4 unchanged sentences

Three Months Ended

Net loss $ ( 2,199 ) $ ( 6,899 )

June 30, Six Months Ended

2025 2024 2025 2024

Net income (loss) $ 1,532 $ ( 4,008 ) $ ( 667 ) $ ( 10,908 )

Weighted average shares outstanding used in computing net loss per share

2 unchanged sentences

Diluted 19,015,496 18,257,879 18,490,931 18,213,992

Net loss per share

Net income (loss) per share

Basic $ 0.08 $ ( 0.22 ) $ ( 0.04 ) $ ( 0.60 )

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

Weighted average number of shares for the periods ended 2025 2024 2025 2024

2 unchanged sentences

Total 504,662 100,664 108,975 88,132

NOTE 11 – COMMITMENTS AND CONTINGENCIES

From time to time, the Company may become involved in legal proceedings or be subject to claims arising in the ordinary

OPTIMIZERX CORPORATION

1 unchanged sentence

(in thousands, excepts share and per share data, unaudited)

NOTE 11 – COMMITMENTS AND CONTINGENCIES (CONTINUED)

course of our business.

NOTE 12 – COMMITMENTS AND CONTINGENCIES

From time to time, the Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business.

We are currently not a party to any material legal or administrative proceedings, and we are not aware of any pending or threatened material legal or administrative proceedings against us.

From time to time, the Company enters into arrangements with partners to acquire minimum amounts of media, data or messaging capabilities.

As of March 31, 2025, the Company had commitments for future minimum payments of $ 16.6 million that will be reflected in cost of revenues during the years from 2025 through 2029.

Minimum payments are due in the remainder of 2025 and fiscal 2026 and 2027 in the amounts of $ 10.9 million, $ 4.1 million and $ 1.6 million, respectively.

As of June 30, 2025, the Company had commitments for future minimum payments of $ 13,071 that will be reflected in cost of revenues during the years from 2025 through 2029.

Minimum payments are due in the remainder of 2025 and fiscal 2026 and 2027 in the amounts of $ 7,613 , $ 3,833 and $ 1,625 , respectively.

NOTE 13 – INCOME TAXES

The Company reported a benefit from income taxes of $ 1,085 for the three months ended March 31, 2025, representing an effective tax rate of 33.0 %.

The effective tax rate for the three months ended March 31, 2025 reflects the impact of certain permanent items and discrete items for the quarter related to projected decreases in our valuation allowance and to stock based compensation.

There was no provision for or benefit from taxes in the three months ended March 31, 2025 in the jurisdictions of Croatia and Israel, as the Company carried a full valuation allowance against our net deferred tax assets due to our history of losses.

The Company reported a provision for income taxes of $ 181 and a benefit from income taxes of $ 904 , respectively, for the three and six months ended June 30, 2025, representing an effective tax rate of 10.6 % and 57.5 %, respectively.

The effective tax rate for the three and six months ended June 30, 2025 reflects the impact of certain permanent items and discrete items for the quarter related to projected decreases in our valuation allowance and to stock based compensation.

There was no provision for or benefit from taxes in the three and six months ended June 30, 2025 in the jurisdictions of Croatia and Israel, as the Company carried a full valuation allowance against our net deferred tax assets due to our history of losses.

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.

The Company recognizes deferred tax assets to the extent it believes these assets are more-likely-than-not to be realized.

In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income, tax planning strategies and recent results of operations.

On the basis of this evaluation, as of the quarter ended March 31, 2025, the valuation allowance has been reduced to $ 2.9 million to recognize only the portion of the deferred tax asset that is more likely than not to be realized.

On the basis of this evaluation, as of the quarter ended March 31, 2025, the valuation allowance has been reduced to $ 2,900 to recognize only the portion of the deferred tax asset that is more likely than not to be realized.

The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth.

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.

As discussed in our annual report on Form 10-K for the year ended December 31, 2024, we had net operating loss carry-forwards for federal income tax purposes of approximately $ 11.6 million as of December 31, 2024.

As discussed in our annual report on Form 10-K for the year ended December 31, 2024, we had net operating loss carry-forwards for federal income tax purposes of approximately $ 11,600 as of December 31, 2024.

NOTE 14 – SUBSEQUENT EVENTS

Subsequent to the end of the second quarter of 2025, on July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, extending key provisions of the 2017 Tax Cuts and Jobs Act including, but not limited to, the restoration of 100% bonus depreciation, the introduction of new Section 174A permitting immediate expensing of domestic research and experimental expenditures, modifications to Section 163(j) interest expense limitations, updates to the rules governing global intangible low-taxed income, amendments to energy credit provisions, and the expansion of Section 162(m) aggregation requirements.

The Company is currently assessing the impact of the OBBBA and an estimate of the impact on the Company's consolidated financial statements is not yet available.

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