What changed in this filing

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Item 1. Financial Statements

2025-11-07 compared with 2025-08-08 · 192 added, 135 removed, 380 unchanged (46% 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 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);

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

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

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

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

Notes to Condensed Consolidated Financial Statements (unaudited).

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(in thousands, except share and per share data)

September 30,

2025 December 31,

2 unchanged sentences

Cash and cash equivalents $ 19,519 $ 13,380

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

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

32,227 38,212

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Stockholders’ equity

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

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

Common stock, $ 0.001 par value, 166,666,667 shares authorized, 20,333,839 and 20,194,697 shares issued at September 30, 2025 and December 31, 2024, respectively

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

Additional paid-in-capital 206,501 201,348

7 unchanged sentences

For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

2025 2024 2025 2024

4 unchanged sentences

General and administrative expenses 14,386 13,425 43,122 43,971

Goodwill impairment — 7,489 — 7,489

Depreciation and amortization 1,080 1,095 3,249 3,235

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Interest income 91 107 269 231

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

Total other expenses, net ( 1,001 ) ( 1,379 ) ( 3,645 ) ( 4,253 )

Income (loss) before provision for income taxes 1,049 ( 9,941 ) ( 521 ) ( 21,593 )

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

(in thousands, except share data, unaudited)

18 unchanged sentences

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

Stock based compensation expense

Options — — — — 819 — 819

Restricted stock — — — — 1,137 — 1,137

Issuance of common stock — — — — — —

For options exercised 22,028 — — — 338 — 338

For restricted stock units vested 14,423 — — — ( 94 ) — ( 94 )

Net income — — — — — 779 779

Balance September 30, 2025 20,333,839 $ 20 ( 1,741,397 ) $ ( 2 ) $ 206,501 $ ( 84,256 ) $ 122,263

OPTIMIZERX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

(in thousands, except share data, unaudited)

18 unchanged sentences

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

Stock based compensation expense

Options — — — — 992 — 992

Restricted stock — — — — 1,612 — 1,612

Issuance of common stock —

For restricted stock units vested 7,525 — — — ( 31 ) — ( 31 )

Net loss — — — — — ( 9,124 ) ( 9,124 )

Balance September 30, 2024 20,069,432 $ 20 ( 1,741,397 ) $ ( 2 ) $ 198,737 $ ( 84,290 ) $ 114,465

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

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(in thousands, unaudited)

For the Six Months Ended

For the Nine Months Ended

September 30,

OPERATING ACTIVITIES:

Net loss $ ( 667 ) $ ( 10,908 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Net income (loss) $ 112 $ ( 20,032 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 3,249 3,235

Stock-based compensation 5,002 8,530

Goodwill impairment — 7,489

Bad debt expense — 131

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Cash paid for employee withholding taxes related to the vesting of restricted stock units ( 188 ) ( 587 )

Proceeds from exercise of stock options 338 —

Repayment of long-term debt ( 5,500 ) ( 1,500 )

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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 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.

The condensed consolidated financial statements for the three and nine months ended September 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 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.

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

Those adjustments consist of normal and recurring adjustments.

The condensed consolidated balance sheet as of December 31, 2024, has been derived from the audited consolidated balance sheet as of that date.

We operate a single reporting segment and, accordingly, use our consolidated net income as our measure of profit and loss and it is not presented separately here.

We operate a single reporting segment and, accordingly, use our consolidated net income (loss) as our measure of profit and loss and it is not presented separately here.

Certain information and note disclosures, including a detailed discussion about the Company’s significant accounting policies, normally included in our annual consolidated financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted.

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 and six months ended June 30, 2025, are not necessarily indicative of the results to be expected for the full year.

The results of operations for the three and nine months ended September 30, 2025, are not necessarily indicative of the results to be expected for the full year.

Segment Reporting

We operate in one reportable segment and use consolidated net income as our measure of segment profit and loss.

We operate in one reportable segment and use consolidated net income (loss) as our measure of segment profit and loss.

Overall, our business involves connecting life science companies to patients and providers.

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The measure of segment assets is reported on the Condensed Consolidated Balance Sheets as total assets.

The CODM uses consolidated net income (loss) to evaluate income generated in deciding whether to reinvest profits into the segment or to use such profits for other purposes, such as for acquisitions or share repurchases.

The CODM uses consolidated net income (loss) to evaluate the income generated in deciding whether to reinvest profits into the segment or to use such profits for other purposes, such as for acquisitions or share repurchases.

Consolidated net income (loss) is used to monitor budget versus actual results.

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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 fair values are therefore determined by 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.

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We are currently evaluating the impact of adopting ASU 2023-09.

We expect to adopt ASU 2023-09 for the annual period ending December 31, 2025, and the adoption will not materially affect our financial position or our results of operations, but the Company expects the adoption to result in additional disclosures.

In November 2024, the FASB issued ASU 2024-03 (“ASU 2024-03”), Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).

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The Company is currently evaluating the effect of this new guidance on its consolidated financial statements.

In July 2025, the FASB issued ASU No.

2025-05 (“ASU 2025-05”), ASU No.

2025-05, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

ASU 2025-05 provides (1) all entities with a practical expedient and (2) entities other than public business entities, with an accounting policy election when estimating credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606.

This authoritative guidance is effective for annual periods beginning after December 15,

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 2 – NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)

2025, and interim reporting periods within those annual reporting periods, with early adoption permitted.

We are currently evaluating the impact of adopting ASU 2025-05.

In September 2025, the FASB issued ASU No.

2025-06 (“ASU 2025-06”), ASU No.

2025-06, Intangibles—Goodwill and Other — Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

ASU 2025-06 updates the cost capitalization threshold for internal-use software development costs by removing all references to software project development stages and providing new guidance on how to evaluate whether the probable-to-complete recognition threshold has been met.

This authoritative guidance is effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods.

The Company is currently evaluating the effect of this new guidance on its consolidated financial statements.

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

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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 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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

At September 30, 2025 and December 31, 2024, we recorded $ 8,572 and $ 8,300 , respectively, of money market funds at approximate fair value.

NOTE 4 – CAPITALIZED SOFTWARE COSTS

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Costs incurred in the preliminary stages of development are expensed as incurred.

Once software has reached the development stage, internal and external costs, if direct, are capitalized until the software is substantially complete and ready for its intended use.

Once the software has reached the development stage, internal and external costs, if direct, are capitalized until the software is substantially complete and ready for its intended use.

Capitalization ceases upon completion of all substantial testing.

1 unchanged sentence

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 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.

Amortization of capitalized internal use software expense for the three and nine months ended September 30, 2025 and 2024 was $ 80 and $ 244 and $ 91 and $ 233 , respectively.

The Company accumulates capitalizable costs related to current projects in a construction in process (“CIP”) software account, the balance of which was $ 217 and $ 320 at September 30, 2025 and December 31, 2024, respectively.

NOTE 5 – LONG-TERM DEBT

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

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

September 30,

2025 December 31,

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On October 11, 2023, the Company entered into a Financing Agreement (the “Financing Agreement”) which provided for a term loan (the “Term Loan”) of $ 40 million, the net proceeds of which were used to partially finance the Medicx Health transaction.

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 and six months ended June 30, 2025 and 2024 was $ 437 and $ 611 and $ 182 and $ 365 , respectively.

In connection with the Term Loan the Company incurred issuance costs of approximately $ 2,270 , which were

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 5 - LONG-TERM DEBT (CONTINUED)

capitalized and are being amortized to interest expense over the life of the Term Loan.

Amortization of debt issuance costs for the three and nine months ended September 30, 2025 and 2024 was $ 174 and $ 785 and $ 182 and $ 547 , 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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to 4.10 to 1.00 and 75 %, if the leverage ratio is greater than 4.10 to 1.00.

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 5 - LONG-TERM DEBT (CONTINUED)

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 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.

Excess Cash Flow is defined in the Financing Agreement as Consolidated EBITDA for the previous fiscal year less scheduled principal and interest payments, capital expenditure, cash taxes and any cash expenses/gains added back to net income (loss) in the calculation of Consolidated EBITDA, adjusted for any increase/decrease in working capital during the fiscal year.

During the three and nine months ended September 30, 2025 and 2024, the Company made total principal repayments of $ 0.5 million and $ 5.5 million and $ 0.5 million and $ 1.5 million, respectively.

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

1 unchanged sentence

Three-month SOFR plus an adjustment of 26 basis points and an Applicable Margin of 8.5 %

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.

As of September 30, 2025, the Term Loan bears interest at 12.9 %, with an effective interest rate of 15.9 % for the three months ended September 30, 2025 and an effective interest rate of 16.8 % for the nine months ended September 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 June 30, 2025.

The Company was in compliance with its financial covenants as of September 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 June 30, 2025, are as follows:

As of June 30, 2025

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 5 - LONG-TERM DEBT (CONTINUED)

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

As of September 30, 2025

2025 (remainder) $ 500

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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 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,

For the three and nine months ended September 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 September 30, Nine Months Ended September 30,

2025 2024 2025 2024

2 unchanged sentences

Total lease cost $ 60 $ 63 $ 182 $ 188

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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 three fiscal years:

As of June 30, 2025

As of September 30, 2025

2025 (remainder) $ 62

discount — 55

Total lease liabilities $ 507

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.

The weighted average remaining lease term at September 30, 2025 for the operating leases is 2.61 years, and the weighted average discount rate used in calculating the operating lease asset and liability is 6.90 %.

Cash paid for amounts included in the measurement of lease liabilities was $ 145 and $ 168 for the nine months ended September 30, 2025 and 2024, respectively.

For the nine months ended September 30, 2025 and 2024, payments on lease obligations were $ 168 and $ 193 , respectively, and amortization on the right of use assets was $ 182 and $ 175 , respectively.

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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 June 30, 2025.

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

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

There were 18,592,442 and 18,453,300 shares of common stock outstanding, net of shares held in treasury of 1,741,397 and 1,741,397 at September 30, 2025 and December 31, 2024, respectively.

During each of the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, the Company issued 0 , 0 and 22,028 shares of our common stock, respectively, and received $ 0 , $ 0 and $ 338 proceeds, respectively, 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 , 63,202 and 14,423 shares of common stock, respectively, in the quarters ended March 31, 2025, June 30, 2025 and September 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 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.

Of the shares issued to participants during the nine months ended September 30, 2025, 21,134 shares, valued at $ 187 , were surrendered and subsequently cancelled.

During the quarters ended March 31, 2024, June 30, 2024 and September 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 , 140,028 and 7,525 shares of common stock, respectively, in the quarters ended March 31, 2024, June 30, 2024 and September 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 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.

Of the shares issued to participants during the nine months ended September 30, 2024, 52,092 shares, valued at $ 586 , were surrendered in connection with the net withhold settlement method, and were subsequently cancelled.

Treasury Stock

1 unchanged sentence

This stock repurchase authorization expired on March 12, 2024.

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 7 – STOCKHOLDERS’ EQUITY (CONTINUED)

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 .

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

NOTE 8 – STOCK BASED COMPENSATION

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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.

A total of 167,845 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 September 30, 2025.

At September 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.

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 8 – STOCK BASED COMPENSATION (CONTINUED)

4,450,000 shares.

A total of 2,237,345 shares of common stock underlying options and 941,729 shares of common stock underlying restricted stock unit awards were outstanding under the 2021 Incentive Plan at September 30, 2025.

At September 30, 2025, 1,272,283 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 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 June 30, 2025 was $ 6,446 .

The compensation expense that has been charged against income related to options for the three and nine months ended September 30, 2025 and 2024 was $ 819 and $ 1,971 and $ 992 and $ 3,494 , respectively.

A total of $ 8,489 remains to be recognized at September 30, 2025 over a weighted average period of 2.66 years.

The total intrinsic value of outstanding options at September 30, 2025 was $ 18,519 .

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

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.

There was $ 8 and $ 25 in expense related to these options recorded during the three and nine months ended September 30, 2025, respectively.

There was $ 8 and $ 16 in expense related to these options for the three and nine months ended September 30, 2024.

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

Restricted Stock Units

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 Company recorded $ 1,137 and $ 3,031 and $ 1,612 and $ 5,036 in compensation expense related to restricted stock units for the three and nine months ended September 30, 2025 and 2024, respectively.

A total of $ 8,163 remains to be recognized at September 30, 2025 over a weighted average period of 1.24 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.

There was $ 8 and $ 25 in expense related to these restricted stock units recorded during the three and nine months ended September 30, 2025, respectively.

There was $ 8 and $ 16 in expense related to these restricted stock units recorded for the three and nine months ended September 30, 2024.

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 8 – STOCK BASED COMPENSATION (CONTINUED)

Non-employee Directors Compensation

Non-employee Director's Compensation

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

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.

There was $ 189 and $ 525 and $ 189 and $ 591 included in the compensation expense discussed above related to director's compensation for the three and nine months ended September 30, 2025 and 2024, respectively.

Equity Award Modification

7 unchanged sentences

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.

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 9 – REVENUES

Under ASC Topic 606, Revenue from Contracts with Customers, recognition of revenue requires evidence of a contract, probable collection of proceeds, and completion of substantially all performance obligations.

Under ASC 606, Revenue from Contracts with Customers (“ASC 606”), recognition of revenue requires evidence of a contract, probable collection of proceeds, and completion of substantially all performance obligations.

We use a 5-step model to recognize revenue.

11 unchanged sentences

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 June 30, 2025 and December 31, 2024, was $ 41,013 and $ 4,288 , respectively.

The net contract balance for contracts in progress at September 30, 2025 and December 31, 2024, was $ 25,098 and $ 4,288 , respectively.

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

1 unchanged sentence

Rebates are typically contracted based on a quarterly or annual spend amount based on a volume threshold or tiered model.

At the beginning of the year, the rebate percentage is estimated based on input from the sales team and analysis of prior year sales.

At the beginning of the year, the rebate percentage is estimated based on input from the sales team and analysis of prior year's sales.

Thereafter, the open contract balance for the customer is assessed quarterly to ensure the estimated rebate percentage being used for the rebate accrual remains reasonable.

The estimated amount of variable consideration will be included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

For the year ended

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 9 – REVENUES (CONTINUED)

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

For the year ended December 31, 2024 and during the first nine 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 those instances, we record license revenue when the software is delivered for use to the licensee.

In instances where our contracts included Software as a Service, the revenue is recognized over the subscription period as services are delivered to the customer.

In instances where our contracts include Software as a Service, the revenue is recognized over the subscription period as services are delivered to the customer.

In some instances, the Company also resells messaging solutions that are available through channel partners that are complementary to the HCP marketing business and customer base.

These partner specific solutions are frequently similar to our own solutions and revenue recognition for these programs is the same as described above.

In instances where the Company sells solutions on a commission basis, net revenue is recognized based on the commission-based revenue split that the Company receives.

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 $ 6,325 and $ 5,602 for the six months ended June 30, 2025 and 2024, respectively.

In instances where the Company sells solutions on a commission basis, net revenue is recognized based on the commission-based revenue split

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 9 – REVENUES (CONTINUED)

that the Company receives.

In instances where the Company resells these messaging solutions and has all financial risks 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 $ 9,216 and $ 8,370 for the nine months ended September 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 its revenue recognition policy.

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

Deferred revenue was $ 395 and $ 473 as of September 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 for the six months ended June 30, 2025 and 2024, respectively:

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

Balance January 1 $ 473 $ 172

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Balance June 30 $ 484 $ 1,053

Revenue recognized ( 3,935 ) ( 2,721 )

Amount collected 3,846 2,454

Balance September 30 $ 395 $ 786

Disaggregation of Revenue

Consistent with ASC Topic 606, we have disaggregated our revenue by timing of revenue recognition.

Consistent with ASC 606, we have disaggregated our revenue by timing of revenue recognition.

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

A small portion of our revenue related to program development,

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 9 – REVENUES (CONTINUED)

solution architect design, and other solutions is recognized at a point in time upon delivery to customers.

A small portion of our revenue related to program development, solution architect design, and other solutions is recognized at a point in time upon delivery to customers.

A break down is set forth in the table below.

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

9 unchanged sentences

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 six months ended June 30,:

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

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 9 – REVENUES (CONTINUED)

Balance at January 1, $ 335 $ 239

5 unchanged sentences

Balance at June 30, $ 260 $ 371

Provision for credit losses — ( 1 )

Write-offs — ( 31 )

Balance at September 30, $ 260 $ 339

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 $ 3,483 and $ 3,241 at June 30, 2025 and December 31, 2024, respectively.

Included in accounts receivable are unbilled amounts of $ 3,722 and $ 3,241 at September 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.

3 unchanged sentences

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 June 30, 2025 and December 31, 2024.

That patent remains in Patents Rights on the condensed consolidated balance sheet as of September 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.

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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.

During the three and nine months ended September 30, 2025 and 2024, we have recognized $ 250 and $ 735 and $ 200 and $ 272 , respectively, in revenue from contracts engaged with Eversana.

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

5 unchanged sentences

Accordingly, the number of shares that could be included in the calculation of EPS in respect of the stock options and restricted stock units is dependent on this average stock price and will increase as the average stock price increases.

The following table sets forth the computation of basic and diluted net loss per share.

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 11 – INCOME (LOSS) PER SHARE (CONTINUED)

The following table sets forth the computation of basic and diluted net income (loss) per share.

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net income (loss) $ 779 $ ( 9,124 ) $ 112 $ ( 20,032 )

Weighted average shares outstanding used in computing net loss per share

Weighted average shares outstanding used in computing net income (loss) per share

Basic 18,576,199 18,323,542 18,519,665 18,250,775

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

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

2 unchanged sentences

Total 883,678 76,583 502,240 146,924

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 12 – COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

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

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.

As of September 30, 2025, the Company had commitments for future minimum payments of $ 9,609 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 $ 4,151 , $ 3,833 and $ 1,625 , respectively.

NOTE 13 – INCOME TAXES

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 reported a provision for income taxes of $ 270 and a benefit from income taxes of $ 633 , respectively, for the three and nine months ended September 30, 2025, representing an effective tax rate of 25.7 % and 121.5 %, respectively.

The effective tax rate for the three and nine months ended September 30, 2025 reflects the impact of certain permanent

OPTIMIZERx CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 13 – INCOME TAXES (CONTINUED)

items and discrete items for the quarter related to projected decreases in our valuation allowance and to stock based compensation.

The Company reported a benefit from income taxes of $ 817 and $ 1,561 for the three and nine months ended September 30, 2024, representing an effective tax rate of 8.2 % and 7.2 %.

The effective tax rate for the three and nine months ended September 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.

2 unchanged sentences

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.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law which is considered the enactment date under the accounting principles generally accepted in the United States (“GAAP”).

OBBBA introduces significant changes to the Internal Revenue Code, including the permanent extension of many provisions of the 2017 Tax Cuts and Jobs Act (“TCJA”) and various new tax incentives and adjustments.

In accordance with ASC 740, Inc o me Taxes , the effects of the new tax law will be recognized in the period of enactment.

The Company has completed its initial assessment of the OBBBA corporate tax provisions.

The OBBBA contained a number of U.S.

corporate tax provisions of which the Company elected to expense U.S.

incurred research or experimental expenditures immediately, full bonus depreciation for certain assets placed into service after January 19, 2025 and changes to Section 163(j) interest limitations.

The Company has completed its initial assessment of the OBBBA corporate tax provisions in the current quarter and have determined that there is no material impact on the Company's estimated effective tax rate in 2025.

The Company continues to evaluate the impact of the new legislation on its consolidated financial statements.

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.

Subsequent to quarter end, on October 29, 2025, the Company repaid approximately $ 2,000 of its Term Loan, reducing the outstanding balance to $ 26,790 .

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