What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-12 compared with 2025-03-20 · 643 added, 1095 removed, 358 unchanged (83% of the section changed)

Financial Statements and Supplementary

Index to Financial Statements Required by Article

8 of Regulation S-X:

Financial Statements and Supplementary Data

Index to Financial Statements Required by Article 8 of Regulation S-X:

Audited Financial Statements:

Report of Independent Registered Public Accounting Firm;

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2025 and 2024;

Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024;

Consolidated Statement of Stockholders’ Equity for the Year Ended December 31, 2024;

Consolidated Statement of Stockholders’ Equity for the Year Ended December 31, 2023;

Consolidated Statement of Changes in Stockholders’ Equity for the Year Ended December 31, 2025;

Consolidated Statement of Changes in Stockholders’ Equity for the Year Ended December 31, 2024;

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024;

Notes to Consolidated Financial Statements

Independent Registered Public Accounting Firm

To the Stockholders and Board

of Directors of

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

OptimizeRx Corporation

on the Financial Statements

audited the accompanying consolidated balance sheets of OptimizeRx Corporation and Subsidiaries (the “Company”) as of December

31, 2024 and 2023, and the related consolidated statements of operations, stockholders’ equity and cash flows for the years then

ended, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial

statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and

2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally

accepted in the United Sates of America.

These consolidated

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of OptimizeRx Corporation and Subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United Sates of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable

assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used

and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Audit Matters

audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were

communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to

the consolidated financial statements and (2) involved especially challenging, subjective, or complex judgments.

The communication of

critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not,

by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures

to which they related.

To the Stockholders and Board

of Directors of OptimizeRx Corporation

Audit Matter - Revenue Recognition

in Note 2 to the consolidated financial statements, the Company recognizes revenue upon transfer of control of promised products or services

to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services.

The principal

considerations for our determination that performing procedures relating to revenue recognition is a critical audit matter is that significant

judgment is exercised in determining revenue recognition for customer agreements and includes the following:

(1) determining whether services

are considered distinct performance obligations that should be accounted for separately versus together, (2) the pattern and timing of

delivery for each distinct performance obligation, and (3) identification and treatment of contract terms that may impact the timing and

amount of revenue recognized.

the Critical Audit Matter Was Addressed in the Audit

procedures we performed to address this critical audit matter included the following:

(1) obtaining an understanding of the design and

implementation of controls related to identifying distinct performance obligations, determining the timing of revenue recognition, and

estimating any variable consideration, (2) selecting of a sample of customer agreements and testing management’s identification

and treatment of contract terms, (3) testing the mathematical accuracy of management’s calculations of revenue and the associated

timing of revenue recognized in the consolidated financial statements, (4) confirming data utilized to recognize revenue with third-party

service providers to ensure completeness and accuracy of the data used to recognize revenue, and (5) confirming with the Company’s customers

the contract terms and conditions of agreements and completion of the Company’s performance obligations under the contract.

Audit Matter – Valuation of Goodwill

in Notes 2 and 7 to the consolidated financial statements, the Company evaluates goodwill for impairment on an annual basis as of December

31 or more frequently if events or changes in circumstances indicate that the carrying value of the asset may not be recoverable.

goodwill balance as of December 31, 2024, was $70.9 million.

The Company’s goodwill impairment assessment involves comparing the

fair value of each reporting unit to its carrying value.

The Company estimates the fair value of its reporting units using a weighting

of fair values derived from the income and market approaches.

The determination of fair value using the income approach is based on the

present value of estimated future cash flows, which requires management to make significant estimates and assumptions of revenue growth

rates and operating margins, and selection of the discount rate.

The determination of the fair value using the market approach requires

management to make significant assumptions related to market multiples of earnings derived from comparable publicly traded companies with

similar operating and investment characteristics as the reporting unit.

quarter ended September 30, 2024, the Company identified circumstances that would be indicative of possible impairment and recorded impairment

expense of $7.5 million.

Based on the results of the Company’s annual impairment testing as of December 31, 2024, no impairment

was recognized as the fair value of the Company’s reporting units exceeded their carrying value.

We identified

the Company’s goodwill impairment assessments as a critical audit matter because of the significant estimates and assumptions used

by management to estimate the fair value of the reporting unit.

This required a high degree of auditor judgment and an increased extent

of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of

management’s estimates and assumptions of future cash flows based on estimates of revenue growth rates and gross profit margins

and selection of the discount rate for the income approach, and multiples of earnings for the market approach.

To the Stockholders and Board

of Directors of OptimizeRx Corporation

the Critical Audit Matter Was Addressed in the Audit

procedures related to the Company’s goodwill impairment assessments included the following, among others:

(1) Obtaining an understanding of the design and implementation of controls

relating to management’s assessment of goodwill for potential impairment, including management’s controls over forecasts of future

cash flows based upon estimates of revenue growth rates and operating margins and the selection of the discount rate for the income approach,

and determination of multiples of earnings for the market approach.

(2) We evaluated the reasonableness of management’s forecasts

of future cash flows based on revenue growth rates and operating margins by comparing the forecasts to historical revenues and operating

We performed procedures to verify the mathematical accuracy of the calculations used by management.

Furthermore, we assessed

the appropriateness of the disclosures in the financial statements.

(3) With the assistance of our fair value specialists:

● We evaluated the reasonableness of the valuation methodologies.

● We evaluated the reasonableness of the discount rates used in the

income approach by developing an independent range of estimated discount rates and comparing that range to the discount rate used in the

Company’s valuation.

● We evaluated the multiples of earnings used in the market approach,

including testing the underlying source information and mathematical accuracy of the calculations.

served as the Company’s auditor since 2020.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they related.

To the Stockholders and Board of Directors of OptimizeRx Corporation

Critical Audit Matter - Revenue Recognition

As disclosed in Note 2 to the consolidated financial statements, the Company recognizes revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services.

The principal considerations for our determination that performing procedures relating to revenue recognition is a critical audit matter is that significant judgment is exercised in determining revenue recognition for customer agreements and includes the following:

(1) determining whether services are considered distinct performance obligations that should be accounted for separately versus together, (2) the pattern and timing of delivery for each distinct performance obligation, and (3) identification and treatment of contract terms that may impact the timing and amount of revenue recognized.

How the Critical Audit Matter Was Addressed in the Audit

The audit procedures we performed to address this critical audit matter included the following:

(1) obtaining an understanding of the design and implementation of controls related to identifying distinct performance obligations, determining the timing of revenue recognition, and estimating any variable consideration, (2) selecting of a sample of customer agreements and testing management’s identification and treatment of contract terms, (3) testing the mathematical accuracy of management’s calculations of revenue and the associated timing of revenue recognized in the consolidated financial statements, (4) confirming data utilized to recognize revenue with third-party service providers to ensure completeness and accuracy of the data used to recognize revenue, and (5) confirming with the Company’s customers the contract terms and conditions of agreements and completion of the Company’s performance obligations under the contract.

We have served as the Company’s auditor since 2020.

Sterling Heights, Michigan

March 12, 2026

Firm ID # 1195

OPTIMIZERX CORPORATION

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(in thousands, except share and per share data)

2025 December 31,

Current assets

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

37,752 38,212

Taxes receivable 752 —

2 unchanged sentences

Property and equipment, net 106 150

Goodwill 70,869 70,869

Patent rights, net 4,586 5,517

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Total other assets 112,097 117,047

TOTAL ASSETS $ 176,918 $ 171,168

LIABILITIES AND STOCKHOLDERS’ EQUITY

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Current portion of long-term debt $ 4,255 $ 2,000

Accounts payable – trade

Accounts payable 1,636 2,156

Accrued expenses 11,591 8,486

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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 176,918 $ 171,168

The accompanying notes are an integral part of

these financial statements.

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

OPTIMIZERX CORPORATION

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(in thousands, except share and per share data)

December 31, 2025 For the

December 31, 2024

Net revenue $ 109,429 $ 92,127

Cost of revenues, exclusive of depreciation and amortization presented separately below 35,834 32,749

Gross profit 73,595 59,378

Operating expenses

Stock-based compensation 6,962 11,467

Loss on disposal of a business

Impairment charges 368 7,489

Depreciation and amortization 4,327 4,329

Other sales, general and administrative expenses

Other general and administrative expenses 50,245 49,799

Total operating expenses 61,902 73,084

Loss from operations

Income (loss) from operations 11,693 ( 13,706 )

Other income (expense)

Interest expense ( 5,294 ) ( 6,160 )

Other income 198 152

Interest income 353 329

Total other income (expense), net

Loss before provision for income taxes

Income tax (expense) benefit

Total other expenses, net ( 4,743 ) ( 5,679 )

Income (loss) before provision for income taxes 6,950 ( 19,385 )

Income tax expense ( 1,818 ) ( 725 )

Net income (loss) $ 5,132 $ ( 20,110 )

Weighted average number of shares outstanding – basic 18,555,343 18,292,935

Weighted average number of shares outstanding – diluted 18,998,463 18,292,935

Loss per share – basic

Loss per share – diluted

The accompanying notes are an integral part of

these financial statements.

Income (loss) per share – basic $ 0.28 $ ( 1.10 )

Income (loss) per share – diluted $ 0.27 $ ( 1.10 )

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

OPTIMIZERX CORPORATION

Consolidated Statement of Stockholders’

Equity for the Year

Ended December 31, 2024

(in thousands, except share and per share data)

Treasury Stock

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2025

(in thousands, except share data)

Common Stock Treasury Stock Additional

Capital Accumulated

Deficit Total

Shares Amount Shares Amount

Balance, January 1, 2025 20,194,697 $ 20 ( 1,741,397 ) $ ( 2 ) $ 201,348 $ ( 84,368 ) $ 116,998

( 1,741,397 )

Stock-based compensation expense

Options — — — — 2,826 — 2,826

Restricted stock — — — — 4,136 — 4,136

Issuance of common stock:

For stock options exercised 23,807 — — — 352 — 352

For restricted stock units vested, net of cancelled units 282,482 — — — ( 1,150 ) — ( 1,150 )

Net loss for the year

Net income for the year — — — — — 5,132 5,132

Balance, December 31, 2025 20,500,986 $ 20 ( 1,741,397 ) $ ( 2 ) $ 207,512 $ ( 79,236 ) $ 128,294

( 1,741,397 )

The accompanying notes are an integral part of

these financial statements.

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

OPTIMIZERX CORPORATION

Consolidated Statement of Stockholders’

Equity for the Year

Ended December 31, 2023

(in thousands, except share and per share data)

Treasury Stock

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2024

(in thousands, except share data)

Common Stock Treasury Stock Additional

Capital Accumulated

Deficit Total

Shares Amount Shares Amount

Balance, January 1, 2024 19,899,679 $ 20 $ ( 1,741,397 ) $ ( 2 ) $ 190,793 $ ( 64,258 ) $ 126,553

$ ( 1,214,398 )

Stock-based compensation expense

Options — — — — 4,783 — 4,783

Restricted stock — — — — 6,683 — 6,683

Issuance of common stock:

For stock options exercised

For acquisition

For restricted stock units vested, net of cancelled units 295,018 — — — ( 911 ) — ( 911 )

Repurchase of common stock

Net loss for the year — — — — — ( 20,110 ) ( 20,110 )

Balance, December 31, 2024 20,194,697 $ 20 ( 1,741,397 ) $ ( 2 ) $ 201,348 $ ( 84,368 ) $ 116,998

( 1,741,397 )

The accompanying notes are an integral part of

these financial statements.

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

OPTIMIZERX CORPORATION

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(in thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:

Adjustments to reconcile net loss to net cash provided by / (used in) operating activities:

December 31, 2025 For the

December 31, 2024

OPERATING ACTIVITIES:

Net income (loss) $ 5,132 $ ( 20,110 )

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

Depreciation and amortization 4,327 4,329

Impairment charges 368 7,489

Loss on disposal of business

Bad debt expense — 208

6 unchanged sentences

Accrued expenses and other liabilities 3,374 1,053

Operating lease liabilities 12 —

Taxes receivable and payable ( 1,070 ) —

Deferred tax liabilities 1,214 1,449

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Deferred revenue 30 301

NET CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES

CASH FLOWS USED IN INVESTING ACTIVITIES:

NET CASH PROVIDED BY OPERATING ACTIVITIES 18,715 4,889

INVESTING ACTIVITIES:

Purchases of property and equipment ( 58 ) ( 112 )

Proceeds from sale of property and equipment

Cash paid for acquisitions, net of cash acquired

Proceeds from sale of business

Purchase of short-term investments

Redemptions of short-term investments

Capitalized software development costs and other

NET CASH USED IN INVESTING ACTIVITIES

CASH FLOWS (USED IN) / PROVIDED BY FINANCING ACTIVITIES:

Proceeds from long-term debt, net of issuance costs

Capitalized software development costs 126 ( 338 )

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 68 ( 450 )

FINANCING ACTIVITIES:

Repayment of long-term debt ( 8,000 ) ( 4,000 )

Repurchase of common stock

Cash paid for employee withholding taxes related to the vesting of restricted stock units ( 1,150 ) ( 911 )

Proceeds from exercise of stock options, net of cash paid for withholding taxes 352 —

NET CASH (USED IN) / PROVIDED BY FINANCING ACTIVITIES

NET DECREASE IN CASH AND CASH EQUIVALENTS

NET CASH USED IN FINANCING ACTIVITIES ( 8,798 ) ( 4,911 )

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 9,985 ( 472 )

CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD 13,380 13,852

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Cash paid for interest $ 4,184 $ 6,203

ROU assets obtained in exchange for lease obligations

Shares issued in connection with acquisition

Cash paid for income taxes $ 1,760 $ 161

The accompanying notes are an integral part of

these financial statements.

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

OPTIMIZERX CORPORATION

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DECEMBER 31, 2025

(in thousands, excepts share and per share

(in thousands, except share and per share data)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

OptimizeRx Corporation (the “Company”

or “OptimizeRx”) is a digital healthcare technology company that connects over two million HCPs and millions of their patients

through an intelligent technology platform embedded within a proprietary omnichannel network.

OptimizeRx helps life science organizations

engage and support their customers through our combined HCP and DTC marketing strategies.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING

The accompanying consolidated financial statements include OptimizeRx Corporation and its wholly owned subsidiaries (collectively, “OptimizeRx”, the “Company”, “we”, “our”, or “us”).

OptimizeRx is a digital healthcare technology company that connects over two million HCPs and millions of their patients through an intelligent technology platform embedded within a proprietary omnichannel network.

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been

prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Use of Estimates

The preparation of financial statements in conformity

with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of

assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting

Estimates and assumptions have been made in determining the allowance for credit losses, carrying value of assets, fair values

assigned to acquired long-lived assets, depreciable and amortizable lives of tangible and intangible assets, the carrying value of liabilities,

the valuation allowance for deferred tax assets, the timing of revenue recognition and related revenue-share expenses, and inputs used

in the calculation of stock based compensation.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Estimates and assumptions have been made in determining the allowance for credit losses, carrying value of assets, fair values assigned to acquired long-lived assets, depreciable and amortizable lives of tangible and intangible assets, the carrying value of liabilities, the valuation allowance for deferred tax assets, the timing of revenue recognition and related revenue-share expenses, and inputs used in the calculation of stock based compensation.

Actual results could differ from these estimates.

Principles of Consolidation

The financial statements reflect the consolidated

results of OptimizeRx Corporation, a Nevada corporation, and its wholly owned subsidiaries:

Healthy Offers, Inc., a Nevada corporation,

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

Together, these companies are referred

to as “OptimizeRx” and “the Company.” All material intercompany transactions have been eliminated.

The financial statements reflect the consolidated results of OptimizeRx Corporation, a Nevada corporation, and its wholly owned subsidiaries:

Healthy Offers, Inc., a Nevada corporation, and OptimizeRx d.o.o.

(formerly known as CareSpeak Communications d.o.o.), a controlled foreign corporation incorporated in Croatia.

Collectively, these companies are referred to as “OptimizeRx” or the “Company.” All material intercompany transactions have been eliminated.

Segment Reporting

We operate in one reportable segment and use consolidated

net income as its measure of segment profit and loss.

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

We have a common customer base for all of our solutions, which are primarily all communications with healthcare providers or

patients on behalf of life science customers.

Our customers are geographically located in the U.S, although we have one (1) technology

center located internationally.

We do not prepare separate internal income statements by solution as our focus is on selling enterprise

arrangements covering multiple solutions that span the entire patient journey with a specific brand.

The Company’s chief operating decision maker

(“CODM”) is its Chief Executive Officer.

The CODM allocates resources and assesses performance of the business and other activities

at the operating segment level.

The CODM assesses performance for the operating segment and decides how to allocate resources based on

net income (loss) that is also reported on the Consolidated Statement of Operations as consolidated net income (loss).

The measure of

segment assets is reported on the 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.

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 sciences companies to patients and providers.

We have a common customer base of life sciences customers geographically located in the U.S.

for all of our solutions, which primarily focus on all communications between our life sciences customers and with healthcare providers or patients.

We do not prepare separate internal income statements by solution, as our focus is on selling enterprise arrangements covering multiple solutions that span the entire patient journey with a specific brand.

Our chief operating decision maker (“CODM”) is our Chief Executive Officer (“CEO”).

The CODM allocates resources and assesses performance of the business and other activities at the operating segment level.

The CODM assesses performance for the operating segment and decides how to allocate resources based on net income (loss) that is also reported on the consolidated statements of operations as consolidated net income (loss).

The measure of segment assets is reported on the consolidated balance sheets as total assets.

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.

The CODM also uses

consolidated net income (loss) in competitive analyses by benchmarking to the Company’s competitors.

The competitive analysis along

with the monitoring of budget versus actual results are used in assessing performance of the segment, and in establishing management and

variable compensation.

The CODM also regularly reviews the Consolidated Statement of Operations for segment expenses, of which the significant

expenses are related to cost of revenues and compensation, including stock-based compensation and other expenses.

Since the Company operates

as one reportable segment, all required segment financial information is found in the consolidated financial statements and notes to the

consolidated financial statements.

The CODM also uses consolidated net income (loss) in

OPTIMIZERX CORPORATION

1 unchanged sentence

DECEMBER 31, 2025

(in thousands, excepts share and per share

(in thousands, except share and per share data)

competitive analyses by benchmarking to the Company’s competitors.

The competitive analysis along with the monitoring of budget versus actual results are used in assessing performance of the segment, and in establishing management and variable compensation.

The CODM also regularly reviews the consolidated statements of operations for segment expenses, of which the significant expenses are related to cost of revenues, exclusive of depreciation and amortization, and operating expenses.

Since we operate as a single reportable segment, the measure of segment profit or loss and related financial information are consistent with the amounts presented in the consolidated financial statements.

Reclassifications

Certain items in the previous year financial statements

have been reclassified to match the current year presentation.

Certain items in the previous year financial statements have been reclassified to match the current year presentation.

Foreign Currency

The Company’s functional currency is the

dollar, however it pays certain expenses related to its two foreign subsidiaries in the local currency, which is the shekel for its

subsidiary in Israel and the euro for its Croatian subsidiary.

The Company’s functional currency is the U.S.

dollar, however it pays certain expenses related to its foreign subsidiary in Croatia in the local currency, which is the Euro.

All transactions are recorded at the exchange rate at the time of payment.

If there is a time lag between the time of recording the liability and the time of payment, a gain or loss is recorded in the Consolidated

Statement of Operations due to any fluctuations in the exchange rate.

If there is a time lag between the time of recording the liability and the time of payment, a gain or loss is recorded in the consolidated statements of operations due to any fluctuations in the exchange rate.

Cash and Cash Equivalents

Cash equivalents include items almost as liquid

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

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

Cash equivalents include items almost as liquid as cash, comprised of investments in AAA rated money market funds that invest in first-tier only securities, which primarily include domestic commercial paper and securities issued or guaranteed by the U.S.

government or its agencies.

We account for marketable equity securities

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

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

At December 31, 2024 and 2023, we have

recorded $ 8,300 and none , respectively, of money market funds at approximate fair value.

We account for marketable securities in accordance

with ASC 320, “Investments - Debt Securities”, which require that certain debt securities be classified into one of three

held-to-maturity, available-for-sale, or trading securities, and depending upon the classification, value the security at

amortized cost or fair market value.

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.

We account for marketable securities in accordance with ASC 320, Investments - Debt Securities , which require that certain debt securities be classified into one of three categories:

held-to-maturity, available-for-sale, or trading securities, and depending upon the classification, value the security at amortized cost or fair market value.

Fair Value of Financial Instruments

Fair value is defined as the price that would

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

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

The fair value should be calculated based on assumptions

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

In addition, the fair

value of liabilities should include consideration of non-performance risk including our own credit risk.

In addition to defining fair value, the disclosure

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

The hierarchy prioritizes the

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

Each fair value

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

measurement in its entirety.

Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability.

The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.

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

In addition to defining fair value, the disclosure requirements around fair value establish a fair value hierarchy for valuation inputs, which is expanded.

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

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

These levels are:

Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

Inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

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

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

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

Level 1 – Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

Level 2 – Inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

OPTIMIZERX CORPORATION

1 unchanged sentence

DECEMBER 31, 2025

(in thousands, excepts share and per share

The Company’s carrying amounts of financial instruments

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

due to their short maturities.

Accounts Receivable and Allowance for Credit

Accounts receivable are reported at realizable

value, net of allowances for credit losses, which is estimated and recorded in the period the related revenue is recorded.

does not seek collateral to secure its accounts receivable and amounts billed are generally due within a short period of time based on

terms and conditions normal for our industry.

The Company has a standardized approach to estimate and review the collectability of its

receivables based on a number of factors, including the period they have been outstanding.

Historical collection and payer reimbursement

experience is an integral part of the estimation process related to allowances for credit losses.

In addition, the Company regularly assesses

the state of its billing operations to identify issues, which may impact the collectability of these receivables or reserve estimates.

If current or expected future economic trends, events, or changes in circumstances indicate that specific receivable balances may be impaired,

further consideration is given to the collectability of those balances and the allowance is adjusted accordingly.

Past-due receivable

balances are written off when the Company’s collection efforts have been exhausted.

The Company’s customers are primarily large

well-capitalized companies, and historically there has been very little bad debt expense.

Bad debt expense was $ 208 and $ 666 for the years

ended December 31, 2024 and 2023, respectively.

The allowance for credit losses was $ 335 and $ 239 as of December 31, 2024 and

2023, respectively.

The changes in the allowance for credit losses

in each of the years ended December 31, 2024 and 2023, were as follows:

(in thousands, except share and per share data)

Level 3 – Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

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

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

The Company’s carrying amounts of financial instruments including cash and cash equivalents, accounts receivable, accounts payable, and other current liabilities approximate their fair values due to their short maturities.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable are reported at realizable value, net of allowances for credit losses, which is estimated and recorded in the period the related revenue is recorded.

The Company does not seek collateral to secure its accounts receivable, and amounts billed are generally due within a short period of time based on terms and conditions normal for our industry.

The Company has a standardized approach to estimate and review the collectability of its receivables based on a number of factors, including the period they have been outstanding.

Historical collection and payer reimbursement experience is an integral part of the estimation process related to allowances for credit losses.

In addition, the Company regularly assesses the state of its billing operations in order to identify issues which may impact the collectability of these receivables or reserve estimates.

If current economic trends, events, or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances, and the allowance is adjusted accordingly.

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

The Company’s customers are primarily large well-capitalized companies, and historically there has been very little bad debt expense.

Provision for credit losses was $ 0 and $ 208 for the years ended December 31, 2025 and 2024, respectively.

The allowance for credit losses was $ 260 and $ 335 as of December 31, 2025 and 2024, respectively.

The changes in the allowance for credit losses in each of the years ended December 31, 2025 and 2024, were as follows:

Balance at beginning of year $ 335 $ 239

Bad debt expense

Provision for credit losses — 208

Write-offs ( 75 ) ( 112 )

Balance at end of year $ 260 $ 335

From time to time, we may record revenue based

on our revenue recognition policies described below in advance of being able to invoice the customer.

Included in accounts receivable

are unbilled amounts of $ 3,241 , and $ 6,077 , at December 31, 2024 and 2023, respectively.

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

Included in accounts receivable are unbilled amounts of $ 3,943 , and $ 3,241 , at December 31, 2025 and 2024, respectively.

Property and Equipment

Property and equipment are stated at cost and

are being depreciated over their estimated useful lives of three to five years for office equipment and three years for computer equipment

using the straight-line method of depreciation for book purposes.

Property and equipment are stated at cost and are being depreciated over their estimated useful lives of three to five years for office equipment and three years for computer equipment using the straight-line method of depreciation for book purposes.

Maintenance and repair charges are expensed as incurred.

Lease-related assets, or Operating lease right-of-use (“ROU”) assets, are recognized at the lease commencement date at amounts equal to the respective lease liabilities, adjusted for prepaid lease payments, initial direct costs, and lease incentives received.

Lease-related liabilities are recognized at the present value of the remaining contractual fixed lease payments, discounted using our incremental borrowing rate.

The Company reviews all options to extend, terminate, or purchase its ROU assets at the commencement of the lease and on an ongoing basis and accounts for these options when they are reasonably certain of being exercised.

OPTIMIZERX CORPORATION

1 unchanged sentence

DECEMBER 31, 2025

(in thousands, excepts share and per share

Lease-related assets, or Operating lease right-of-use

(“ROU”) assets, are recognized at the lease commencement date at amounts equal to the respective lease liabilities, adjusted

for prepaid lease payments, initial direct costs, and lease incentives received.

Lease-related liabilities are recognized at the present

value of the remaining contractual fixed lease payments, discounted using our incremental borrowing rate.

The Company reviews all options

to extend, terminate, or purchase its ROU assets at the commencement of the lease and on an ongoing basis and accounts for these options

when they are reasonably certain of being exercised.

Operating lease expense is recognized on a straight-line

basis over the lease term, while variable lease payments are expensed as incurred.

The short-term lease recognition exemption is

applied for leases with terms at commencement of not greater than 12 months .

(in thousands, except share and per share data)

Operating lease expense is recognized on a straight-line basis over the lease term, while variable lease payments are expensed as incurred.

The short-term lease recognition exemption is applied for leases with terms at commencement of not greater than 12 months.

Intangible Assets

Intangible assets are stated at cost.

assets are being amortized over their estimated useful lives of fifteen to seventeen years for patents, eight years for customer relationships,

fifteen years for tradenames, two to four years for covenants not to compete, and three to ten years for software and websites, all using

the straight-line method.

Finite-lived assets are being amortized over their estimated useful lives of fifteen to seventeen years for patents, eight years for customer relationships, fifteen years for tradenames, two to four years for covenants not to compete, and three to ten years for software and websites, all using the straight-line method.

These assets are evaluated when there is a triggering event.

Long-lived assets, such as property and equipment

and amortizing intangible assets are reviewed whenever events or changes in circumstances indicate that the related carrying amounts

may not be recoverable.

Impairment of assets with definite-lives is generally determined by comparing projected undiscounted cash flows

expected to be generated by the asset, or asset groups, to its carrying value.

If the carrying value of the long-lived asset or asset

group is not recoverable on an undiscounted basis, an impairment is recognized to the extent fair value exceeds carrying value.

the extent of impairment, if any, typically requires various estimates and assumptions including cash flows directly attributable to

the asset, the useful life of the asset and residual value, if any.

When necessary, the Company uses internal cash flow estimates, quoted

market prices and appraisals, as appropriate, to determine fair value.

Long-lived assets, such as property and equipment, and amortizing intangible assets are reviewed whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable.

Impairment of assets with definite-lives is generally determined by comparing projected undiscounted cash flows expected to be generated by the asset, or asset groups, to its carrying value.

If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted basis, an impairment is recognized to the extent fair value exceeds carrying value.

Determining the extent of impairment, if any, typically requires various estimates and assumptions including cash flows directly attributable to the asset, the useful life of the asset and residual value, if any.

When necessary, the Company uses internal cash flow estimates, quoted market prices and appraisals, as appropriate, to determine fair value.

Actual results could vary from these estimates.

In addition, the

remaining useful life of the impaired asset is revised, if necessary.

We recorded impairment charges of $ 0 and $ 6,738

against the value of our intangible assets during the years ended December 31, 2024 and 2023, respectively.

Goodwill represents the excess of the purchase

price over the fair value assigned to the net tangible and identifiable intangible assets of an acquired business.

Goodwill is assessed for impairment at least annually

as of December 31, of each year, or more frequently if an event occurs or circumstances change that would reduce the fair value of a reporting

unit below its carrying value.

An entity is permitted to first assess qualitative

factors to determine if a quantitative impairment test is necessary.

If we choose to use qualitative factors and determine that it is

more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment

test would be required.

The goodwill impairment test requires the Company to estimate the fair value of the reporting unit and to compare

the fair value of the reporting unit with its carrying amount.

In addition, the remaining useful life of the impaired asset is revised, if necessary.

We recorded impairment charges of $ 368 and $ 0 against the value of our intangible assets during the years ended December 31, 2025 and 2024, respectively.

Goodwill represents the excess of the purchase price over the fair value assigned to the net tangible and identifiable intangible assets of an acquired business.

Goodwill is assessed for impairment at least annually as of December 31 of each year, or more frequently if an event occurs or circumstances change that would reduce the fair value of a reporting unit below its carrying value.

An entity is permitted to first assess qualitative factors to determine if a quantitative impairment test is necessary.

If we choose to use qualitative factors and determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test would be required.

The goodwill impairment test requires the Company to estimate the fair value of the reporting unit and to compare the fair value of the reporting unit with its carrying amount.

The fair value of a reporting unit is calculated using the income approach (including Discounted Cash Flow (“DCF”)) and validated using a market approach with the involvement of a third-party valuation specialist.

The income approach uses expected future cash flows for the reporting unit and discounts those cash flows to present value.

Expected future cash flows are estimated using management assumptions of growth rates, including long-term growth rates, capital expenditures and cost efficiencies.

The judgments made in determining the expected future cash flows used to estimate the fair value can materially impact the Company’s financial condition and results of operations.

Future acquisitions or divestitures are not included in the expected future cash flows.

The Company uses a discount rate based on a calculated weighted average cost of capital which is adjusted for company specific risk premiums.

The market approach compares the valuation multiples of similar companies to that of the associated reporting unit.

The Company then reconciles the calculated fair values to its market capitalization.

The fair value is then compared to its carrying value including goodwill.

If the fair value is in excess

OPTIMIZERX CORPORATION

1 unchanged sentence

DECEMBER 31, 2025

(in thousands, excepts share and per share

The fair value of a reporting unit is calculated

using the income approach (including Discounted Cash Flow (“DCF”)) and validated using a market approach with the involvement

of a third-party valuation specialist.

The income approach uses expected future cash flows for the reporting unit and discounts those

cash flows to present value.

Expected future cash flows are estimated using management assumptions of growth rates, including long-term

growth rates, capital expenditures and cost efficiencies.

The judgments made in determining the expected future cash flows used to estimate

the fair value can materially impact the Company’s financial condition and results of operations.

Future acquisitions or divestitures

are not included in the expected future cash flows.

The Company uses a discount rate based on a calculated weighted average cost of capital

which is adjusted for company specific risk premiums.

The market approach compares the valuation multiples of similar companies to that

of the associated reporting unit.

The Company then reconciles the calculated fair values to its market capitalization.

The fair value

is then compared to its carrying value including goodwill.

If the fair value is in excess of its carrying value, the related goodwill

is not impaired.

If the fair value is less than carrying value, an impairment charge is recognized, equivalent to the amount that the

carrying value exceeds the fair value.

We recorded impairment charges of $ 7,489 and $ 0

against the value of our goodwill during the years ended December 31, 2024 and 2023, respectively.

(in thousands, except share and per share data)

of its carrying value, the related goodwill is not impaired.

If the fair value is less than carrying value, an impairment charge is recognized, equivalent to the amount that the carrying value exceeds the fair value.

We recorded impairment charges of $ 0 and $ 7,489 against the value of our goodwill during the years ended December 31, 2025 and 2024, respectively.

Revenue Recognition

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

These steps are:

identify the contract with a customer, identify the performance obligations in the contract, determine the transaction

price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when or as the performance

obligations are satisfied.

Revenues are primarily generated from content

delivery activities in which the Company delivers financial, clinical, or brand messaging through a distribution network of ePrescribers

and electronic health record technology providers (channel partners), directly to consumers, or from reselling services that complement

the business.

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:

(1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when or as the performance obligations are satisfied.

Revenues are primarily generated from content delivery activities in which we deliver financial, clinical, or brand messaging through a distribution network of e-prescribers and electronic health record technology providers (channel partners), directly to consumers, or from reselling services that complement the business.

This content delivery for a customer is referred to as a program.

Unless otherwise specified, revenue is recognized based

on the selling price to customers.

The Company’s contracts are generally all

less than one year and the primary performance obligation is delivery of messages, or our forms of content, but the contract may contain

additional services.

Additional services may include program design, which is the design of the content delivery program, set up, and

We consider set up and reporting services to be complimentary to the primary performance obligation and recognized through

performance of the delivery of content.

We consider the design of the programs and related consulting services to be performance obligations

separate from the delivery of messages.

Performance obligations which are recognized at a point in time upon delivery to the client include

the development and delivery of NPI target data lists and custom analytic and consulting projects.

The net contract balance for contracts

in progress at December 31, 2024 and 2023 was $ 4.3 million and $ 2.0 million, respectively.

The outstanding performance obligations

are expected to be satisfied during the year ended December 31, 2025.

In certain circumstances, the Company will offer

sales rebates to customers based on spend volume.

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.

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 2024, there

were two contracts with customers that included a rebate clause.

Unless otherwise specified, revenue is recognized based on the selling price to customers.

The Company also generates revenue through data subscriptions.

Data subscriptions can be contracted on a stand-alone basis or as a complement to content delivery.

Additional services include set up and reporting.

We consider these services to be complimentary to the primary performance obligation and recognized through performance of delivery of content or data.

We have certain contracts which are satisfied at a point in time, primarily for consulting projects or NPI data target lists.

For such contracts, we recognize revenue upon delivery of the related data, study or report.

The Company’s contracts generally all have terms of 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 December 31, 2025 and 2024 was $ 5,615 and $ 4,288 , respectively.

The outstanding performance obligations are expected to be satisfied during the year ended December 31, 2026.

In certain circumstances, the Company will offer sales rebates to customers based on spend volume.

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'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 each of the years ended December 31, 2025 and 2024, 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.

Revenue for transactions can be realized based on a price per message, a price per redemption, as a flat fee occurring over a period of time, or upon completion of the program, depending on the client contract.

The Company recognizes setup fees that are required for integrating client offerings and campaigns into the rule-based content delivery system and network over the life of the initial program, based either on time, or units delivered, depending upon which is most appropriate in the specific contract.

Should a program be cancelled before completion, the balance of set up revenue is recognized at the time of cancellation, as set up fees are nonrefundable.

Additionally, the Company also recognizes revenue for providing program performance reporting and maintenance.

This reporting revenue is recognized over time as the messages are delivered.

Program design, which is the design of the content delivery program, and related consulting services are recognized as services are performed.

In some instances, we license certain of our software applications in arrangements that do not include other performance obligations.

In those instances, we record license revenue when the software is delivered for use to the licensee.

OPTIMIZERX CORPORATION

1 unchanged sentence

DECEMBER 31, 2025

(in thousands, excepts share and per share

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

Revenue for transactions can be realized based on a price per message, a price per redemption, as a flat fee occurring over a period

of time, or upon completion of the program, depending on the client contract.

The Company recognizes setup fees that are required for

integrating client offerings and campaigns into the rule-based content delivery system and network over the life of the initial program,

based either on time, or units delivered, depending upon which is most appropriate in the specific situation.

Should a program be cancelled

before completion, the balance of set up revenue is recognized at the time of cancellation, as set up fees are nonrefundable.

Additionally,

the Company also recognizes revenue for providing program performance reporting and maintenance, either by the Company directly delivering

reports or by providing access to its online reporting portal that the client can utilize.

This reporting revenue is recognized over time

as the messages are delivered.

Program design, which is the design of the content delivery program, and related consulting services are

recognized as services are performed.

(in thousands, except share and per share data)

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.

In instances where we resell these messaging solutions and have all financial risk and significant operation input and risk, we record the revenue based on the gross amount sold and the amount paid to the channel partner as a cost of revenues.

The amount of revenue recognized on a net basis was $ 13,642 and $ 10,999 for the years ended December 31, 2025 and 2024, respectively.

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, NPI data lists, and other solutions is recognized at a point in time upon delivery to customers.

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

A break down is set forth in the table below.

2 unchanged sentences

Total revenue $ 109,429 $ 92,127

In some instances, we license certain of our software

applications in arrangements that do not include other performance obligations.

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 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 on a net basis was $ 10,999 and $ 3,471 for the years ended December 31, 2024 and 2023,

respectively.

Cost of Revenues

Cost of revenues includes revenue-share expense

and costs associated with licensing data from third parties.

Cost of revenues does not include depreciation and amortization which is

listed separately on the statements of operations.

Based on the volume of transactions that are delivered through the channel partner

network, the Company provides a revenue-share to compensate the partner, or others, for their promotion of the campaign.

Revenue-shares

are a negotiated percentage of the transaction fees and can also be specific to special considerations and campaigns.

In addition, we

pay revenue-share to ConnectiveRx as a result of a 2014 legal settlement in an amount equal to the greater of 10 % of financial messaging

distribution revenues generated through our integrated network, or $ 0.37 per financial message distributed through our integrated network.

Cost of revenues includes primarily revenue-share expense and data acquisition costs.

Cost of revenues does not include depreciation and amortization, which is listed separately on the statements of operations.

Based on the volume of transactions that are delivered through a channel partner network, we provide a revenue-share to compensate the channel partner for its promotion of the campaign.

Revenue-shares are a negotiated percentage of the transaction fees and can also be specific to special considerations and campaigns.

In addition, we pay revenue-share to ConnectiveRx as a result of a 2014 legal settlement in an amount equal to the greater of 10% of financial messaging distribution revenues generated through our integrated network, or $ 0.37 per financial message distributed through our integrated network.

As our solution mix has expanded and our revenues have grown, financial messaging has become a smaller percentage of our revenues and these payments to ConnectiveRx, a smaller portion of our revenue-share.

The contractual amount due to the channel partners is recorded as an expense at the time the message is distributed.

Data acquisition costs consist primarily of the costs to acquire data through flat-fee data licensing agreements.

Data acquisition costs are amortized over the period for which we have access to the data.

Income taxes are computed using the asset and liability method.

Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities and are measured using the currently enacted tax rates and laws.

A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Significant judgments are required in order to determine the realizability of these deferred tax assets.

In assessing the need for a valuation allowance, the Company evaluates all significant available positive and negative evidence, including historical operating results, estimates of future taxable income and the existence of prudent and feasible tax planning strategies.

Changes in the expectations regarding the realization of deferred tax assets could materially impact income tax expense in future periods.

OPTIMIZERX CORPORATION

1 unchanged sentence

DECEMBER 31, 2025

(in thousands, excepts share and per share

Change in Accounting Estimate

In accordance with its policy, the Company periodically

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

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

the residual method to using an adjusted market assessment approach.

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

for the year ended December 31, 2024, but may become material in future periods.

Income taxes are computed using the asset and

liability method.

Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences

between the financial reporting and tax basis of assets and liabilities and are measured using the currently enacted tax rates and laws.

A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Significant judgments are required in order to

determine the realizability of these deferred tax assets.

In assessing the need for a valuation allowance, the Company evaluates all significant

available positive and negative evidence, including historical operating results, estimates of future taxable income and the existence

of prudent and feasible tax planning strategies.

Changes in the expectations regarding the realization of deferred tax assets could materially

impact income tax expense in future periods.

The Company recognizes the tax benefit from uncertain

tax positions if it is more likely than not that the tax positions will be sustained on examination by the tax authorities, based on the

technical merits of the position.

The tax benefit is measured based on the largest benefit that has a greater than 50 % likelihood of being

realized upon ultimate settlement.

It is the Company’s policy to include interest and penalties related to tax positions as a component

of income tax expense.

(in thousands, except share and per share data)

The Company recognizes the tax benefit from uncertain tax positions if it is more likely than not that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position.

The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

It is the Company’s policy to include interest and penalties related to tax positions as a component of income tax expense.

Concentration of Credit Risks

The Company maintains its cash and cash equivalents

in bank deposit accounts, which, at times, may exceed federally insured limits.

The Company maintains its cash and cash equivalents in bank deposit accounts, which, at times, may exceed federally insured limits.

The Company has not experienced any losses in such accounts;

however, amounts in excess of the federally insured limit may be at risk if the bank experiences financial difficulties.

As of December 31,

2024 and 2023, the Company had $ 12,973 and $ 13,261 , respectively, in cash balances in excess of federally insured limits, primarily at

Bank of America.

As of December 31, 2025 and 2024, the Company had $ 22,980 and $ 12,973 , respectively, in cash balances in excess of federally insured limits, primarily at Bank of America.

Research and Development

The Company expenses research and development

expenses as incurred.

The Company expenses research and development expenses as incurred.

There was no research and development expense for the years ended December 31, 2025 and 2024.

1 unchanged sentence

The Company expenses advertising costs as incurred.

Advertising costs, included in Other general and administrative expenses were $ 1,049 and $ 776 , for the years ended December 31, 2024

and 2023, respectively.

Advertising costs, included in Other general and administrative expenses, were $ 454 and $ 1,049 , for the years ended December 31, 2025 and 2024, respectively.

Stock-based Compensation

The Company uses the fair value method to account

for stock-based compensation.

The fair value of the equity instrument is charged directly to compensation expense and additional paid-in

capital over the period during which services are rendered.

The Company uses the fair value method to account for stock-based compensation.

The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered.

The fair value of each award is estimated on the date of each grant.

OPTIMIZERx CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024

(in thousands, excepts share and per share

For restricted stock awards, the fair value is

based on the market value of the Company’s common stock on the date of grant.

For market based restricted stock units, the fair

value is estimated using a Monte Carlo simulation model.

This valuation technique included estimating the movement of stock prices and

the effects of volatility, interest rates and dividends.

At the year ended December 31, 2024 there are no market based restricted

stock units outstanding.

For options, fair value is estimated using the

Black-Scholes option pricing model that uses the following assumptions.

Estimated volatilities are based on the historical volatility

of the Company’s common stock over the same period as the expected term of the options.

The expected term of options granted represents

the period of time that options granted are expected to be outstanding.

The Company uses historical data to estimate option exercise behavior

and to determine this term.

For restricted stock awards, the fair value is based on the market value of the Company’s common stock on the date of grant.

For options, fair value is estimated using the Black-Scholes option pricing model that uses the following assumptions.

Estimated volatilities are based on the historical volatility of the Company’s common stock over the same period as the expected term of the options.

The expected term of options granted represents the period of time that options granted are expected to be outstanding.

The Company uses historical data to estimate option exercise behavior and to determine this term.

The risk-free rate used is based on the U.S.

Treasury yield curve in effect at the time of the grant using

a time period equal to the expected option term.

The Company has never paid dividends and does not expect to pay any dividends in the

Treasury yield curve in effect at the time of the grant using a time period equal to the expected option term.

The Company has never paid dividends and does not expect to pay any dividends in the future.

Forfeiture rate is assumed to be zero and recognized as incurred.

Expected dividend yield 0 % 0 %

1 unchanged sentence

3.52 % - 4.59 %

3.76 % - 4.74 %

Expected option term

Expected option term 3.5 years - 4.0 years

Turnover/forfeiture rate 0 % 0 %

1 unchanged sentence

Weighted average grant date fair value $ 8.99 $ 2.89

The Black-Scholes option valuation model has limitations

on its effectiveness, including that it was developed for use in estimating the fair value of traded options which have no vesting restrictions

and are fully transferable and it requires the use of highly subjective assumptions, such as expected stock price volatility.

The Company’s

stock options have characteristics significantly different from those of traded options, and changes in the subjective input assumptions

could materially affect the fair value estimate.

Loss Per Common and Common Equivalent Share

The computation of basic (loss) earnings per common

share is computed using the weighted average number of common shares outstanding during the year.

The computation of diluted (loss) earnings

per common share is based on the basic weighted average number of shares outstanding during the year plus common stock equivalents, which

would arise from the exercise of options and warrants outstanding using the treasury stock method and the average market price per share

during the year.

The number of common shares potentially issuable upon the exercise of certain awards that were excluded from the diluted

loss per common share calculation in 2024 and 2023 was 212,798 and 31,727 related to options, and 78,203 and 52,607 related to restricted

stock units, for a total of 291,001 and 84,334 , respectively, because they are anti-dilutive, as a result of the net losses incurred in

each of the years ended December 31, 2024 and 2023.

The Black-Scholes option valuation model has limitations on its effectiveness, including that it was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable and it requires the use of highly subjective assumptions, such as expected stock price volatility.

The Company’s stock options have

OPTIMIZERX CORPORATION

1 unchanged sentence

DECEMBER 31, 2025

(in thousands, excepts share and per share

The computation of weighted average shares outstanding

and the basic and diluted earnings per common share for the years ended December 31, 2024 and 2023 consisted of the following:

(in thousands, except share and per share data)

characteristics significantly different from those of traded options, and changes in the subjective input assumptions could materially affect the fair value estimate.

Earnings (Loss) Per Common and Common Equivalent Share

Basic earnings (loss) per common share (“EPS”) is computed using the weighted average number of common shares outstanding during the year.

The computation of diluted earnings (loss) per common share is based on the basic weighted average number of shares outstanding during the year plus common stock equivalents, which would arise from the exercise of options and warrants outstanding using the treasury stock method and the average market price per share during the year.

The number of common shares issuable upon the exercise of certain awards that were included in the diluted earnings per common share calculation in 2025 was 288,639 related to options, and 154,481 related to restricted stock units, for a total of 443,120 .

The number of common shares potentially issuable upon the exercise of certain awards that were excluded from the diluted loss per common share calculation in 2024 was 212,798 related to options, and 78,203 related to restricted stock units, for a total of 291,001 , because they are anti-dilutive, as a result of the net loss incurred in the year ended December 31, 2024.

The computation of weighted average shares outstanding and the basic and diluted earnings (loss) per common share for the years ended December 31, 2025 and 2024 consisted of the following:

Year Ended December 31, 2025

Net Income Shares Per Share Amount

Basic EPS $ 5,132 18,555,343 $ 0.28

Effect of dilutive securities — 443,120 —

Diluted EPS $ 5,132 18,998,463 $ 0.27

Year Ended December 31, 2024

Net Income (Loss) Shares Per Share Amount

Basic EPS $ ( 20,110 ) 18,292,935 $ ( 1.10 )

Effect of dilutive securities — — —

Diluted EPS $ ( 20,110 ) 18,292,935 $ ( 1.10 )

Recently Issued Accounting Guidance

ASU Topic 2021-08 Business Combinations (Topic

805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires contract assets and contract

liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with

ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts.

The standard was effective for the Company’s fiscal

year beginning January 1, 2023.

The adoption of this standard did not have a material effect on our financial position, results of operations,

or cash flows.

In November 2023, the FASB issued ASU No.

1 unchanged sentence

Improvements to Reportable Segment Disclosures .

ASU 2023-07 requires annual

and interim disclosures that are expected to improve reportable segment disclosures, primarily through enhanced disclosures about significant

segment expenses.

The standard was effective for the Company’s fiscal year beginning January 1, 2024.

The requirements of this ASU are

disclosure-related and the adoption of this standard did not have a material effect on our financial position, results of operations,

or cash flows.

Not Yet Adopted

ASU 2023-07 requires annual and interim disclosures that are expected to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses.

The standard was effective for the Company’s fiscal year beginning January 1, 2024 and the Company elected to apply the standard prospectively.

The requirements of this ASU are disclosure-related and the adoption of this standard did not have a material effect on our consolidated financial position, results of operations, or cash flows.

In December 2023, the FASB issued ASU No.

1 unchanged sentence

Improvements to Income Tax Disclosures .

ASU 2023-09 addresses investor requests

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

and income taxes paid information.

ASU 2023-09 addresses investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

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

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

currently evaluating the impact of adopting ASU 2023-09.

OPTIMIZERx CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024

(in thousands, excepts share and per share

In November 2024, the FASB issued ASU 2024-03

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

ASU 2024-03 requires that public business entities disclose additional information about specific expense categories in the notes to financial

statements at interim and annual reporting periods.

The prescribed categories include purchases of inventory, employee compensation, depreciation,

intangible asset amortization, and depletion.

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

2026 and interim periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the effect

of this new guidance on its consolidated financial statements.

NOTE 3 - ACQUISITIONS

On October 24, 2023, the Company acquired 100 %

of the issued and outstanding preferred and common stock of Healthy Offers, Inc., a Nevada corporation d/b/a Medicx Health.

Medicx Health

is a healthcare consumer-focused omnichannel marketing and analytics company.

We completed the acquisition of Medicx Health to enhance

and expand the Company’s technology offerings.

The acquisition date fair value of consideration

transferred was calculated as follows:

Net cash transferred

Fair value of common stock transferred

Fair value of consideration transferred

The goodwill balance reflects the benefits associated

with future iterations of the technology platforms, new customer relationships anticipated as a result of the transaction and market participant

synergies from economies of scale and is not deductible for tax purposes.

In addition, the Company is required to remit,

upon collection from the appropriate authorities, approximately $ 1,000 related to certain state and federal income tax receivables which

were included on Medicx Health’s balance sheet at the date of acquisition.

The Company has recorded $ 1,000 in Taxes receivable, to reflect

the receivables due to the Company and $ 1,000 in Accrued expenses, to reflect the total amount due to the former stockholders of Medicx

OPTIMIZERx CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024

(in thousands, excepts share and per share

The following table summarizes the estimated fair

value of assets acquired and liabilities assumed at the acquisition date:

Assets Acquired

Accounts receivable

Taxes receivable

Prepaid expenses and other

Property and equipment

Customer relationships intangible

Trademark and patent intangible

Technology intangibles

Operating lease right-of-use assets

Liabilities Assumed

Accounts payable

Accrued expenses

Lease liabilities

Deferred revenue

Deferred tax liabilities

Net assets acquired

Fair value of consideration transferred

The Company used a third-party valuation specialist

to value the intangible assets acquired.

The identifiable intangibles are being amortized on a straight line basis over the following

estimated useful lives:

Customer relationship intangible

Trademark and patent intangible

Technology intangibles

4 to 10 years

The Company recognized $ 4,272 of acquisition related

costs that were expensed in the current period.

These costs are included in the consolidated statement of operations in the line item

entitled “Other sales, general and administrative expenses.”

The results of operations of Medicx Health have

been included in the consolidated statement of operations since the date of acquisition.

The standard was effective for the Company’s fiscal year beginning January 1, 2025 and the Company elected to apply the

OPTIMIZERX CORPORATION

1 unchanged sentence

DECEMBER 31, 2025

(in thousands, excepts share and per share

The amounts of revenue and net income of Medicx

Health included in the Company’s consolidated statement of operations for the period from the acquisition date until December 31,

2023, are as follows:

The following represents the pro-forma consolidated

statement of operations as if Medicx Health had been included in the consolidated results of the Company for the full years ended December

Year ended December 31,

Pro-forma consolidated statement of operations

These amounts have been calculated after applying

the Company’s accounting policies, adjusting Medicx Health results to reflect the additional amortization that would have been charged

assuming the fair value adjustments to intangible assets had been applied on January 1, 2023, full year interest expense associated with

the Term Loan and elimination of interest income on short-term investments that were used to fund the acquisition, one time transaction

related items, including the amounts incurred by the Company, discussed above and $ 9,600 in transaction related expenses incurred by Medicx

During the year ended December 31, 2023, the Company

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

Financials Statements and Supplementary Data;

Note 7 - Goodwill and Intangible

Assets for additional information regarding this transaction.

A pro forma statement of operations for the twelve months ended December

31, 2024 is not presented for this transaction as the pro forma impacts were not material to the Company’s consolidated results.

Revenue presented in the pro forma financial consolidated

statement of operations data above includes $ 4,169 for the year ended December 31, 2023, to the Access and other non-core solutions for

which no revenue was recorded in the year ended December 31, 2024 (see also the discussion under Net Revenues in Results of Operations

for the twelve months ended December 31, 2024 in Part I, Item 2.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations).

(in thousands, except share and per share data)

standard prospectively.

The requirements of this ASU are disclosure-related and the adoption of this standard did not have a material effect on our consolidated financial position, results of operations, or cash flows.

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 ASC 606.

If elected, this expedient removes the requirement, when estimating expected credit losses, to consider changes in forecasted macroeconomic conditions, such as changes in unemployment rates or gross domestic product growth.

Instead, companies electing the expedient may assume that current conditions as of the balance sheet date will not change for the remaining life of the asset.

This authoritative guidance is effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The Company adopted the practical expedient of ASU 2025-05 on October 1, 2025 and elected to apply the standard prospectively.

The adoption had no material impact on our consolidated financial position, results of operations, or cash flows.

Not Yet Adopted

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

ASU 2024-03 requires that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods.

The prescribed categories include purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion.

This authoritative guidance is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted.

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

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

At December 31, 2025 and December 31, 2024, we recorded $ 8,659 and $ 8,300 , respectively, of money market funds at approximate fair value.

NOTE 4 - INVESTMENT SECURITIES

There were no investment securities held at December 31,

2024 and 2023.

There were no investment securities held at December 31, 2025 and 2024.

OPTIMIZERX CORPORATION

1 unchanged sentence

DECEMBER 31, 2025

(in thousands, excepts share and per share

(in thousands, except share and per share data)

NOTE 5 – PREPAID EXPENSES

Prepaid expenses consisted of the following as

of December 31, 2024 and 2023:

Prepaid expenses consisted of the following as of December 31, 2025 and 2024:

Revenue share and exclusivity payments $ 1,208 $ 1,213

Software 428 397

Insurance 226 239

Advertising and marketing 293 132

Benefits 179 150

Other 512 248

Total prepaid expenses $ 2,846 $ 2,379

NOTE 6 – PROPERTY AND EQUIPMENT

The Company owned equipment recorded at cost,

which consisted of the following as of December 31, 2024 and 2023:

The Company owned equipment recorded at cost, which consisted of the following as of December 31, 2025 and 2024:

Computer equipment $ 403 $ 354

2 unchanged sentences

Property and equipment, net $ 106 $ 150

Depreciation expense was $ 111 and $ 100 for the

years ended December 31, 2024 and 2023, respectively.

Depreciation expense was $ 102 and $ 111 for the years ended December 31, 2025 and 2024, respectively.

NOTE 7 – GOODWILL AND INTANGIBLE ASSETS

Our goodwill is related to the acquisitions of

Medicx Health in 2023, EvinceMed in 2022, RMDY Health, Inc.

Our goodwill is related to the acquisitions of Medicx Health in 2023, EvinceMed in 2022, RMDY Health, Inc.

in 2019 and CareSpeak Communications in 2018.

Goodwill is not amortizable

for financial statement purposes.

Goodwill is tested for impairment at a reporting

segment level at least annually, as of December 31, or on an interim basis if an event occurs or circumstances change (a “Triggering

During the third quarter of 2024, the Company

experienced a Triggering Event due to a sustained decline in its stock price and overall market capitalization.

Accordingly, the Company

conducted a quantitative impairment test of its goodwill at September 30, 2024.

The Company estimated the implied fair value of its goodwill

using a combination of a market approach and income approach.

It was determined that the fair value of the Company’s single reporting

unit was less than its carrying value.

A noncash charge of $ 7,489 , representing the amount by which the Company’s book value exceeds

its estimated fair value, was recorded as a goodwill impairment in the year ended December 31, 2024.

Goodwill is not amortizable for financial statement purposes.

Goodwill is tested for impairment at a reporting segment level at least annually, as of December 31, or on an interim basis if an event occurs or circumstances change (a “Triggering Event”).

The Company performed its annual goodwill impairment test on a quantitative basis for its single reporting unit.

In estimating the reporting unit’s fair value, the Company performed a valuation analysis, utilizing a discounted cash flow income approach and a guideline public company market approach.

We assigned a probability weighting to each approach of 50%.

The determination of the fair value of the reporting unit requires the Company to make significant estimates and assumptions about the reporting unit’s expected future cash flows.

These estimates and assumptions primarily include, but are not limited to, the discount rate, revenue growth rates, operating margins and multiples of earnings.

These estimates and assumptions were determined in connection with support from a third-party valuation specialist.

The discount rate used is based on the estimated weighted-average cost of capital for companies with profiles similar to our profile and based on an assessment of the risk inherent in those future cash flows.

To forecast the reporting unit’s cash flows, the Company takes into consideration economic conditions and trends, historical results and recent performance, estimated future operating results, management’s and a market participant’s view of growth rates, management’s ability to execute on planned future strategic initiatives and anticipates future economic conditions.

Macroeconomic factors such as changes in economies, changes in the competitive landscape, changes in government legislation, industry consolidations and other changes

OPTIMIZERX CORPORATION

1 unchanged sentence

DECEMBER 31, 2025

(in thousands, excepts share and per share

The Company performed the annual goodwill impairment

test as of December 31, 2024.

The Company performed its annual goodwill impairment test on a quantitative basis for its single reporting

In estimating the reporting unit’s fair value, the Company performed a valuation analysis, utilizing a discounted cash flow

income approach and a guideline public company market approach.

We assigned a probability weighting to each approach of 50 %.

The determination

of the fair value of the reporting unit requires the Company to make significant estimates and assumptions about the reporting unit’s

expected future cash flows.

These estimates and assumptions primarily include, but are not limited to, the discount rate, revenue growth

rates, operating margins and multiples of earnings.

These estimates and assumptions were determined in connection with support from a

third-party valuation specialist.

The discount rate used is based on the estimated weighted-average cost of capital for companies with

profiles similar to our profile and based on an assessment of the risk inherent in those future cash flows.

To forecast the reporting

unit’s cash flows, the Company takes into consideration economic conditions and trends, historical results and recent performance,

estimated future operating results, management’s and a market participant’s view of growth rates, management’s ability

to execute on planned future strategic initiatives and anticipates future economic conditions.

Macroeconomic factors such as changes

in economies, changes in the competitive landscape, changes in government legislation, industry consolidations and other changes beyond

the Company’s control could have a positive or negative impact on achieving its targets.

Due to the inherent uncertainty involved

in making these estimates, actual results could differ from those estimates.

In addition, changes in underlying assumptions, especially

as they relate to the key assumptions detailed, could have a significant impact on the fair value of the reporting unit.

The market approach

compares the valuation multiples of similar companies to that of the associated reporting unit.

The Company then reconciles the calculated

fair values to its market capitalization.

After completing testing, it was determined that the fair value of the Company’s single reporting

unit was exactly equal to its carrying value and no further impairment to goodwill was recorded for the year ended December 31, 2024.

(in thousands, except share and per share data)

beyond the Company’s control could have a positive or negative impact on achieving its targets.

Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates.

In addition, changes in underlying assumptions, especially as they relate to the key assumptions detailed, could have a significant impact on the fair value of the reporting unit.

The market approach compares the valuation multiples of similar companies to that of the associated reporting unit.

The Company then reconciles the calculated fair values to its market capitalization.

Any amount of negative change to the above disclosed key assumptions could result in future impairment to goodwill.

The fair value of any reporting units, used in

the annual assessments in 2024 and 2023, is classified as Level 3 measurements within the fair value hierarchy due to significant unobservable

inputs, such as discount rates, projections of revenue, cost of revenue and operating expense growth rates, long-term growth rates and

income tax rates.

Changes in the carrying amount of goodwill on

the consolidated balance sheet consist of the following:

The Company performed the annual goodwill impairment test as of December 31, 2025.

After completing testing, it was determined that the fair value of the Company’s single reporting unit was greater than its carrying value and no further impairment to goodwill was recorded for the year ended December 31, 2025.

During the third quarter of 2024, the Company experienced a Triggering Event due to a sustained decline in its stock price and overall market capitalization.

Accordingly, the Company conducted a quantitative impairment test of its goodwill at September 30, 2024.

The Company estimated the implied fair value of its goodwill using a combination of a market approach and income approach.

It was determined that the fair value of the Company’s single reporting unit was less than its carrying value.

A noncash charge of $ 7,489 , representing the amount by which the Company’s book value exceeds its estimated fair value, was recorded as a goodwill impairment in the year ended December 31, 2024.

The fair value of any reporting units, used in the annual assessments in 2025 and 2024, is classified as Level 3 measurements within the fair value hierarchy due to significant unobservable inputs, such as discount rates, projections of revenue, cost of revenue and operating expense growth rates, long-term growth rates and income tax rates.

Changes in the carrying amount of goodwill on the consolidated balance sheets consist of the following:

Balance January 1, 2024 $ 78,358

Disposal of business

Acquisitions —

Impairments ( 7,489 )

Balance January 1, 2025 $ 70,869

Acquisitions —

Impairments —

Balance December 31, 2025 $ 70,869

During the year ended December 31, 2023, we entered

into various agreements, including a Product License Agreement and Platform Assets Purchase Agreement, with Mercalis, Inc.(“Mercalis”),

collectively the “Transaction”.

Under the terms of the Transaction, Mercalis agreed to purchase certain customer contract

assets and liabilities related to the Company’s Access and Patient Engagement technologies.

In addition, Mercalis was granted a perpetual

license to the Access products and a non-exclusive two-year term license to the Patient Engagement products.

Total consideration due for

the Transaction was $ 3,740 including $ 2,540 related to the Access products.

OPTIMIZERx CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024

(in thousands, excepts share and per share

The Access products portion of the Transaction

was deemed to be the disposal of a business for accounting purposes and accordingly the Company recorded a loss on disposal of $ 2,142

including the allocation of a portion of the Company’s goodwill balance of $ 1,310 and the net book value of the underlying technology

assets of $ 3,328 .

Intangible Assets

Intangible assets included on the consolidated

balance sheets consist of the following:

Intangible assets included on the consolidated balance sheets consist of the following:

December 31, 2025

4 unchanged sentences

Other intangible assets

Tradename 134 12 122 9.7

Non-compete agreements 1,093 1,093 — 0.0

2 unchanged sentences

Total intangible assets $ 52,439 $ 11,643 $ 40,796

OPTIMIZERX CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

(in thousands, except share and per share data)

December 31, 2024

Amount Accumulated

8 unchanged sentences

Total intangible assets $ 53,025 $ 7,509 $ 45,516

Intangibles are being amortized on a straight-line basis over the following estimated useful lives.

Patents 15 – 17 years

Tradenames 15 years

Non-compete agreements 2 – 4 years

Customer relationships 8 years

Technology assets 3 – 10 years

The Company recorded impairment charges of $ 368 and $ 0 against the value of our intangible assets during the years ended December 31, 2025 and 2024, respectively.

In 2023, the Company licensed certain technology to a customer under a two-year agreement.

Upon receiving notice that the contract would not be renewed in 2025, and as the Company no longer utilizes the underlying technology, the patents and tradenames associated with this technology were determined to be fully impaired.

Accordingly, an impairment charge of $ 368 was recorded and included in impairment charges within the consolidated statements of operations.

The Company recorded amortization expense of $ 4,225 and $ 4,218 in the years ended December 31, 2025 and 2024, respectively.

Expected future amortization expense of the intangibles assets as of December 31, 2025 is as follows:

Year ended December 31,

Thereafter 21,722

Total $ 40,796

NOTE 8 – DEFERRED REVENUE

The Company has several signed contracts with customers for the distribution of financial 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 discussed in Note 2.

Deferred revenue was $ 503 and $ 473 as of December 31, 2025 and 2024,

OPTIMIZERX CORPORATION

1 unchanged sentence

DECEMBER 31, 2025

(in thousands, excepts share and per share

During the year ended December 31, 2023,

we recorded asset impairment charges of $ 6,738 relating to Technology assets patent rights and tradenames that were not considered to

be core solutions on a go forward basis, resulting in lower projected revenues for these solutions, as well as the outcome of the disposal

of the Access products discussed above.

Intangibles are being amortized on a straight-line

basis over the following estimated useful lives.

15 – 17 years

Non-compete agreements

Customer relationships

Technology assets

The Company recorded amortization expense of $ 4,218

and $ 2,302 in the years ended December 31, 2024 and 2023, respectively.

Expected future amortization expense of the intangibles assets

as of December 31, 2024 is as follows:

Year ended December 31,

NOTE 8 – DEFERRED REVENUE

The Company has several signed contracts with

customers for the distribution of financial 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 discussed in Note 2.

Deferred revenue was $ 473 and $ 172 as

of December 31, 2024 and 2023, respectively.

These contracts are all short term in nature and all revenue is expected to be recognized

within 12 months, or less.

Following is a summary of activity in the deferred revenue account for the year ended December 31, 2024.

(in thousands, except share and per share data)

respectively.

These 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 in the deferred revenue account for the year ended December 31, 2025.

Balance January 1, 2025 $ 473

2 unchanged sentences

Balance December 31, 2025 $ 503

OPTIMIZERx CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024

(in thousands, excepts share and per share

Following is a summary of activity in the deferred

revenue account for the year ended December 31, 2023.

Following is a summary of activity in the deferred revenue account for the year ended December 31, 2024.

Balance January 1, 2024 $ 172

1 unchanged sentence

Amount collected 18,505

Amount acquired

Balance December 31, 2024 $ 473

NOTE 9 – RELATED PARTY TRANSACTIONS

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

Chief Executive Officer (“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 on the consolidated balance sheet as of December 31,

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 we generate revenue

from, such as agencies or resellers.

During the years ended December 31, 2024 and 2023, we have recognized $ 375 and $ 336 , respectively,

in revenue from contracts engaged with Eversana.

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

The following transactions were in the normal course of operations and were measured and recorded at the exchange amount, which is the amount of consideration established and agreed to by the parties.

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 Chief Executive Officer (“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 consolidated balance sheets as of December 31, 2025.

Jim Lang, one of our Board Members, in 2025, was 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 years ended December 31, 2025 and 2024, we have recognized $ 922 and $ 375 , 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.

Febbo, former Chief Executive Officer

of OptimizeRx was appointed to LifeMD’s board of directors during Q2 2023.

During the year ended December 31, 2024, there was revenue

in the amount of $ 434 from contracts engaged with LifeMD.

The contracts were sourced by LifeMD on behalf of their customers and are at

market rates and generated in the normal course of business.

Febbo, former Chief Executive Officer of OptimizeRx, was appointed to LifeMD’s board of directors during Q2 2023.

During the year ended December 31, 2024, there was revenue in the amount of $ 434 from contracts engaged with LifeMD.

The contracts were sourced by LifeMD on behalf of their customers and are at market rates and generated in the normal course of business.

NOTE 10 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company had 10,000,000 shares of preferred

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

The Company had 10,000,000 shares of preferred stock, $ 0.001 par value per share, authorized as of December 31, 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 December 31, 2024.

There were 18,453,300 and 18,158,282 shares of common stock outstanding,

net of shares held in treasury, at December 31, 2024 and 2023, respectively.

The Company issued 0 shares of common stock and

received proceeds of $ 0 in 2024 in connection with the exercise of options under our 2013 Equity Incentive Plan.

We issued 24,668 shares

of common stock and received proceeds of $ 181 in 2023 in connection with the exercise of options under our 2013 Equity Incentive Plan.

The Company issued 295,018 shares of common stock

in 2024 and 141,859 shares of common stock in 2023 in connection with the vesting of restricted stock units under our 2013 and 2021 Equity

Incentive Plans.

See Note 11, Stock Based Compensation.

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 year ended December 31, 2024

and 2023, respectively, 101,381 and 42,489 shares, valued at $ 911 and $ 459 , were surrendered and subsequently cancelled.

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 million of its outstanding common

This stock repurchase authorization expired on March 12, 2024.

There were no shares repurchased

in 2024 prior to the expiration.

During the year ended December 31, 2023,

the Company repurchased 526,999 shares of our common stock for a total of $ 7,522 , including commissions paid on repurchases.

The repurchased

shares were recorded as Treasury Shares using the par value method.

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

There were 18,759,589 and 18,453,300 shares of common stock outstanding, net of shares held in treasury of 1,741,397 and 1,741,397 , at December 31, 2025 and 2024, respectively.

OPTIMIZERX CORPORATION

1 unchanged sentence

DECEMBER 31, 2025

(in thousands, excepts share and per share

(in thousands, except share and per share data)

The Company issued 23,807 shares of our common stock and received proceeds of $ 352 in 2025 in connection with the exercise of options issued under our 2013 Incentive Plan (the “2013 Plan”) and our 2021 Equity Incentive Plan (the “2021 Plan”).

We issued no shares of our common stock and received no proceeds in 2024 in connection with the exercise of options under our 2013 Plan and our 2021 Plan.

The Company issued 282,482 shares of our common stock in 2025 and 295,018 shares of our common stock in 2024 in connection with the vesting of restricted stock units issued under our 2013 Plan and our 2021 Plan.

See Note 11, Stock Based Compensation .

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 years ended December 31, 2025 and 2024, respectively, 83,837 and 101,381 shares, valued at $ 1,150 and $ 911 , were surrendered and subsequently cancelled.

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 million of its outstanding common stock.

This stock repurchase authorization expired on March 12, 2024.

There were no shares repurchased in 2024 prior to the expiration.

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

NOTE 11 – STOCK BASED COMPENSATION

The Company sponsors two stock-based incentive

compensation plans.

The first plan is known as the 2013 Incentive

Plan (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 shareholders.

A total of 234,512

shares of common stock underlying options and 8,000 shares of common stock underlying restricted stock unit awards were outstanding at

December 31, 2024.

The Company sponsors two stock-based incentive compensation plans.

In June 2013, the Board approved and adopted, and the Company’s stockholders approved, the 2013 Plan, which was subsequently amended and approved in 2016, 2018, 2019, and 2020.

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

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

At December 31, 2024,

there were no shares available for grant under the 2013 Plan.

In 2021, the Company adopted a new plan known

as the 2021 Equity Incentive Plan (“2021 Plan”).

The plan was established by the Board of Directors and approved by shareholders

in August 2021.

On June 5, 2024, at the 2024 Annual Meeting of Stockholders, the Company’s stockholders approved an amendment to the 2021

Equity Incentive Plan to increase the number of shares of common stock available for awards under the 2021 Equity Incentive Plan by 1,950,000

shares for a total of 4,450,000 shares.

A total of 1,611,338 shares of common stock underlying options and 686,326 shares of common stock

underlying restricted stock unit awards were outstanding at December 31, 2024.

At December 31, 2024, 1,161,064 shares were available

for grant under the 2021 Plan.

The 2021 Plan allows the Company to grant incentive

stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and

other stock-based awards.

Incentive stock options may only be granted to persons who are regular full-time employees of the Company at

the date of the grant of the option.

Non-qualified options may be granted to any person, including, but not limited to, directors, officers,

employees and consultants, who the Company’s Board or Compensation Committee determines.

The exercise price of options granted under

the 2021 Plan must be equal to at least 100 % of the fair market value of our common stock as of the date of the grant of the option.

granted under the 2021 Plan are exercisable as determined by the Compensation Committee and specified in the applicable award agreement.

A total of 133,678 shares of common stock underlying options and 4,000 shares of common stock underlying restricted stock unit awards were outstanding under the 2013 Plan at December 31, 2025.

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

In 2021, the Board approved and adopted the 2021 Plan.

The 2021 plan was approved by shareholders 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 2,232,255 shares of common stock underlying options and 712,070 shares of common stock underlying restricted stock unit awards were outstanding under the 2021 Plan at December 31, 2025.

At December 31, 2025, 548,225 shares were available for grant under the 2021 Plan.

The 2021 Plan allows the Company to grant incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based awards.

Incentive stock options may only be granted to persons who are regular full-time employees of the Company at the date of the grant of the option.

Non-qualified stock options may be granted to any person, including, but not limited to, directors, officers, employees and consultants, who the Company’s Board or Compensation Committee determines.

The exercise price of options granted under the 2021 Plan must be equal to at least 100 % of the fair market value of our common stock as of the date of the grant of the option.

Options granted under the 2021 Plan are exercisable as determined by the Compensation Committee and specified in the applicable award agreement.

In no event will an option be exercisable after ten years from the date of grant.

Stock Options

The compensation cost that has been charged against

income related to options for the years ended December 31, 2024 and 2023, was $ 4,783 and $ 5,925 , respectively.

No income tax benefit

was recognized in the consolidated statements of income and no compensation was capitalized in any of the years presented.

year ended December 31, 2024, we granted certain performance based options, the expense for which will be recorded over time once

the achievement of the performance is deemed probable.

There was no expense related to these options recorded during the period.

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

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 $ 25 in expense related to these options recorded during the year ended December 31,

The Company had the following option activity

during the year ended December 31, 2024 and 2023:

Options Weighted

exercise price Weighted

life (years) Aggregate

The compensation cost that has been charged against income related to options for the years ended December 31, 2025 and 2024, was $ 2,826 and $ 4,783 , respectively.

There is $ 7,623 of expense remaining to be recognized over a weighted average period of 2.4 years related to options outstanding at December 31, 2025.

No income tax benefit was recognized in the consolidated statements of operations and no compensation was capitalized in any of the years presented.

OPTIMIZERX CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

(in thousands, except share and per share data)

intrinsic value of outstanding options at December 31, 2025 was $ 5,228 .

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 $ 25 and $ 25 in expe nse related to these options recorded during the years ended December 31, 2025 and 2024, respectively .

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

The Company had the following option activity during the years ended December 31, 2025 and 2024:

Number of Options Weighted average exercise price Weighted average remaining contractual life (years) Aggregate intrinsic

Outstanding at January 1, 2024 1,555,061 $ 26.38

11 unchanged sentences

DECEMBER 31, 2025

(in thousands, excepts share and per share

The table below reflects information for the total options outstanding

at December 31, 2024

Range of Exercise Prices Number of

Options Weighted

life (years) Weighted

exercise price

(in thousands, except share and per share data)

The table below reflects information for the total options outstanding at December 31, 2025.

Range of Exercise Prices Number of Options Weighted average remaining contractual life (years) Weighted average exercise price

$ 4.83 to $ 10.00

767,117 3.8 $ 5.66

$ 10.00 to $ 20.00

1,281,606 3.6 $ 14.99

$ 20.00 to $ 40.00

76,822 0.7 $ 34.28

$ 40.00 to $ 60.00

145,323 0.7 $ 47.97

$ 60.00 to $ 96.70

95,065 0.7 $ 75.96

Total 2,365,933 3.3 $ 17.07

The table below reflects information for the vested options outstanding

at December 31, 2024.

Range of Exercise Prices Number of

Options Weighted

life (years) Weighted

exercise price

The table below reflects information for the vested options outstanding at December 31, 2025.

Range of Exercise Prices Number of Options Weighted average remaining contractual life (years) Weighted average exercise price

$ 4.83 to $ 10.00

284,034 3.7 $ 5.92

$ 10.00 to $ 20.00

466,572 2.0 $ 14.61

$ 20.00 to $ 40.00

71,551 0.4 $ 35.30

$ 40.00 to $ 60.00

145,323 0.7 $ 47.97

$ 60.00 to $ 96.70

95,065 0.7 $ 75.96

Total 1,062,545 2.4 $ 23.73

A summary of the status of the Company’s non-vested options as

of December 31, 2024, and changes during the year ended December 31, 2024, is presented below.

Nonvested Options

exercise price

A summary of the status of the Company’s non-vested options as of December 31, 2025, and changes during the year ended December 31, 2025, is presented below.

Nonvested Options Options Weighted average exercise price

Nonvested at January 1, 2025 1,032,363 $ 8.69

Granted 789,281 $ 15.29

Vested ( 461,966 ) $ 11.30

Forfeited ( 56,290 ) $ 11.52

Nonvested at December 31, 2025 1,303,388 $ 11.63

There is $ 3,651 of expense remaining to be recognized

over a period of approximately 2.1 years related to options outstanding at December 31, 2024.

Restricted Stock Units

The Company had the following restricted stock unit (“RSU”) activity during the years ended December 31, 2025 and 2024:

OPTIMIZERX CORPORATION

1 unchanged sentence

DECEMBER 31, 2025

(in thousands, excepts share and per share

Restricted Stock Units

The Company had the following restricted stock

unit (“RSU”) activity during the years ended December 31, 2024 and 2023:

RSUs Weighted

fair value Weighted

(in thousands, except share and per share data)

Number of RSUs Weighted average grant date fair value Weighted average remaining contractual life (years)

Outstanding at January 1, 2024 743,209 $ 18.62

9 unchanged sentences

Outstanding at December 31, 2025 716,070 $ 12.07 2.1

The Company granted restricted stock units of

545,772 and 383,406 units in 2024 and 2023, respectively, and valued at $ 4,128 and $ 4,715 , respectively.

These restricted stock units

vest over a period of 1 year to 5 years.

The Company recognized expense of $ 6,683 and $ 7,792 in 2024 and 2023, respectively, related to

these restricted stock units.

A total of $ 5,260 remains to be recognized at December 31, 2024 over a period of 1.88 years.

In the year ended December 31, 2024, certain

participants utilized a net withhold settlement method, in which shares were surrendered to cover payroll withholding tax.

Of the shares

issued to participants during the year ended December 31, 2024 and 2023, respectively, 101,381 and 42,489 shares, valued at $ 911

and $ 459 , were surrendered and subsequently cancelled.

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 $ 25 in expense related to these restricted stock units recorded during the year

ended December 31, 2024 .

The Company granted 419,356 and 545,772 RSUs in 2025 and 2024, respectively, valued at $ 6,319 and $ 4,128 , respectively.

RSUs vest over a period of 1 year to 3 years.

The Company recognized expense of $ 4,136 and $ 6,683 in 2025 and 2024, respectively, related to RSUs.

A total of $ 7,076 remains to be recognized at December 31, 2025 over a weighted average period of 1.01 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.

During the years ended December 31, 2025 and 2024, certain participants utilized a net withhold settlement method, in which shares were surrendered to cover payroll withholding tax.

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

There was $ 25 and $ 25 in expense related to these RSUs recorded during the years ended December 31, 2025 and 2024, respectively .

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.

Non-employee Directors Compensation

The director’s compensation program calls for

the grant of restricted stock units with a one-year vesting period.

The Company granted 50,305 restricted stock units, valued at $ 750

granted to the non-employee directors in 2023.

These restricted stock units vested in 2024.

The Company granted 64,896 restricted stock

units, valued at $ 750 granted to the non-employee directors in 2024 that will vest in 2025, 12 months from the grant dates.

The director’s compensation program calls for the grant of RSUs with a one year vesting period.

The Company granted 49,340 and 64,896 RSUs, valued at $ 750 and $ 750 , to the non-employee directors in 2025 and 2024, respectively.

There was $ 714 and $ 780 included in the compensation expense discussed above related to director's compensation for the years ended December 31, 2025 and 2024, respectively.

Equity Award Modification

On April 16, 2023, the Compensation Committee

approved a grant to the Company’s then CEO of 86,685 restricted stock units and 161,698 stock options with a grant date fair value of

$ 2,500 to vest over a three year period.

Concurrently, the then CEO forfeited his October 2021 grant of 182,398 market-based restricted

The forfeiture and accompanying grant was considered an equity modification according to ASC 718, Compensation-Stock Compensation

( “ASC 718”).

The additional compensation value created by the termination and issuance of new equity awarded, as measured

using a Monte Carlo simulation, was approximately $ 1,900 in total.

Under ASC 718 this results in a non-cash expense in current and future

periods to be recognized over a three-year period.

These expense values are reflected and included in the option and restricted stock

expense values discussed above.

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.

On April 16, 2023, the Compensation Committee approved a grant to the Company’s then CEO of 86,685 RSUs and 161,698 stock options with a grant date fair value of $ 2,500 to vest over a three years period.

Concurrently, the then CEO forfeited his October 2021 grant of 182,398 market-based RSUs.

The forfeiture and accompanying grant were considered an equity modification according to ASC 718, Compensation-Stock Compensation ( “ASC 718”).

The additional compensation value created by the termination and issuance of new equity awarded, as measured using a Monte Carlo simulation, was approximately $ 1,900 in total.

Under ASC 718, this results in a non-cash expense in current and future periods to be recognized over a three year period.

These expense values are reflected and included in the option and restricted stock expense values discussed above.

At December 31, 2024, the remaining expense of $ 1,556 related to the

OPTIMIZERX CORPORATION

1 unchanged sentence

DECEMBER 31, 2025

(in thousands, excepts share and per share

(in thousands, except share and per share data)

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.

NOTE 12 – LONG-TERM DEBT

Long-term debt consisted of the following at December 31,

2024 and 2023:

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

Term loan, due in 2027 $ 26,290 $ 34,290

2 unchanged sentences

Long-term debt, net

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 described in Note 3 “Acquisitions”.

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 year ended December 31, 2024 and

December 31, 2023 was $ 835 and $ 211 , 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).

The Term Loan is repayable in quarterly installments

on the last business day of each fiscal quarter, beginning December 31, 2023, in an amount equivalent to 1.25 %, of the original principal

The outstanding unpaid principal amount and all accrued but unpaid interest thereon, shall be due and payable on the earlier of

(i) the fourth anniversary of the closing date of the Term Loan or (ii) the date on which the Term Loan is declared due and payable pursuant

to the terms of the Financing.

The Company may prepay, subject to an Applicable

Premium, 3 % if the prepayment is made on a date that is up to and including the first anniversary of closing, 2 %, if the prepayment is

made up to and including the second anniversary, 1 % if the prepayment is made up to and including the third anniversary and zero thereafter,

all or a portion of the Term Loan and, under certain circumstances, including certain asset disposals and the raising of indebtedness

not permitted under the Term Loan is required to make mandatory prepayments of the principal balance.

If the prepayment occurs within

12 months of the date of the loan, the Company is also required to pay lost interest from the prepayment date to one year from the loan

funding date.

In addition, the Company is required to make a

mandatory prepayment on March 31, of each year, commencing with 2025, equivalent to Excess Cash Flow multiplied by a percentage factor

of 25%, if the leverage ratio is 3.60 to 1.00 or less, 50% if the leverage ratio is greater than 3.60 to 1 or less than or equal;

to 1.00 and 75%, if the leverage ratio is greater than 4.10 to 1.00.

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 in the calculation of Consolidated EBITDA, adjusted for any increase/decrease in working capital during the fiscal

During the year ended December 31, 2024,

the Company made total principal repayments of $ 4.0 million, including a voluntary prepayment of $ 2.0 million.

During the year ended December 31,

2023, the Company made total principal repayments of $ 1.7 million, including a mandatory prepayment of $ 1.2 million as a result of an

asset sale completed during the year.

At the Company’s option the Term Loan, or

any portion thereof bears interest at either:

The greater of (a) 4.00 % per annum, (b) the Federal Funds Rate plus 0.50 % per annum, (c) the one month

Secured Overnight Financing Rate (“SOFR”), plus an adjustment of 26.161 basis point and 1.00 % per annum, and (d) the rate

last quoted by The Wall Street Journal as the “Prime Rate”, plus an Applicable Margin of 7.5 %;

$ 21,421 $ 30,816

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 years ended December 31, 2025 and 2024 was $ 1,110 and $ 835 , 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).

The Term Loan is repayable in quarterly installments on the last business day of each fiscal quarter, beginning December 31, 2023, in an amount equivalent to 1.25 %, of the original principal amount.

The outstanding unpaid principal amount and all accrued but unpaid interest thereon, shall be due and payable on the earlier of (i) the fourth anniversary of the closing date of the Term Loan or (ii) the date on which the Term Loan is declared due and payable pursuant to the terms of the Financing Agreement.

The Company may prepay, subject to an Applicable Premium, 3 % if the prepayment is made on a date that is up to and including the first anniversary of closing, 2 %, if the prepayment is made up to and including the second anniversary, 1 % if the prepayment is made up to and including the third anniversary and zero thereafter, all or a portion of the Term Loan and, under certain circumstances, including certain asset disposals and the raising of indebtedness not permitted under the Term Loan is required to make mandatory prepayments of the principal balance.

If the prepayment occurs within 12 months of the date of the loan, the Company is also required to pay lost interest from the prepayment date to one year from the loan funding date.

In addition, the Company is required to make a mandatory prepayment on March 31, of each year, commencing with 2025, equivalent to Excess Cash Flow multiplied by a percentage factor of 25 %, if the leverage ratio is 3.60 to 1.00 or less, 50 % if the leverage ratio is greater than 3.60 to 1.00 or less than or equal;

to 4.10 to 1.00 and 75 %, if the leverage ratio is greater than 4.10 to 1.00.

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 years ended December 31, 2025 and 2024, the Company made total principal repayments, including voluntary prepayments, of $ 8,000 and $ 4,000 , respectively.

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

The greater of (a) 4.00 % per annum, (b) the Federal Funds Rate plus 0.50 % per annum, (c) the one month Secured Overnight Financing Rate (“SOFR”), plus an adjustment of 26 basis point and 1.00 % per annum, and (d) the rate last quoted by The Wall Street Journal as the “Prime Rate”, plus an Applicable Margin of 7.5 %;

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

As of December 31, 2024, the Loan bears interest

at 13.3 % per annum, with the effective interest rate for the year ended December 31, 2024, including the amortization of debt issuance

costs and Applicable Premium and interest penalties of $ 66,804 associated with the prepayment during the year ended December 31,

2024 was 16.5 %.

OPTIMIZERX CORPORATION

1 unchanged sentence

DECEMBER 31, 2025

(in thousands, excepts share and per share

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 December 31, 2024.

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 December 31, 2024, are as follows:

(in thousands, except share and per share data)

As of December 31, 2025, the Term Loan bears interest at 12.5 %, with an effective interest rate of 17.1 % for the year ended December 31, 2025, including the impact of 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 December 31, 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 two years subsequent to December 31, 2025, are as follows:

For the year ending December 31,

NOTE 13 – LEASES

In February 2016, the FASB issued new accounting

guidance on leases.

The accounting standard, effective January 1, 2019, requires virtually all leases to be recognized on the balance

Under the guidance, we have elected not to separate lease and non-lease components in recognition of the lease-related assets and

liabilities, as well as the related lease expense.

We had operating leases with terms greater than

12 months for office space in four multi-tenant facilities, which are recorded as ROU assets and Operating lease liabilities.

For the years ended December 31, 2024 and

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

Company’s consolidated statements of operations:

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 within the consolidated balance sheets.

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

Operating lease cost $ 240 $ 248

1 unchanged sentence

Total lease cost $ 240 $ 250

(1) Short-term lease cost includes

any lease with a term of less than 12 months.

The table below presents the future minimum lease

payments to be made under operating leases as of December 31, 2024:

For the year ending December 31,

(1) Short-term lease cost includes any lease with a term of less than 12 months.

The table below presents the future minimum lease payments to be made under operating leases in each of the next five fiscal years:

As of December 31, 2025

present value discount 31

3 unchanged sentences

DECEMBER 31, 2025

(in thousands, excepts share and per share

The weighted average remaining lease term for

operating leases is 2.65 and the weighted average discount rate used in calculating the operating lease asset and liability is 7.1 %.

paid for amounts included in the measurement of lease liabilities was $ 227 .

For the year ended December 31, 2024, payments on lease

obligations were $ 260 and amortization on the right of use assets was $ 237 .

For the year ended December 31, 2023, payments on lease

obligations were $ 91 and amortization on the right of use assets was $ 95 .

(in thousands, except share and per share data)

The weighted average remaining lease term at December 31, 2025 for the operating leases is 2.26 years and the weighted average discount rate used in calculating the operating lease asset and liability is 6.3 %.

Cash paid for amounts included in the measurement of lease liabilities was $ 198 and $ 227 the years ended December 31, 2025 and 2024, respectively.

For the years ended December 31, 2025 and 2024, payments on lease obligations were $ 229 and $ 260 , respectively, and amortization on the right of use assets was $ 240 and $ 237 , respectively.

NOTE 14 – MAJOR CUSTOMERS AND VENDORS

The Company had the following customers that accounted

for 10% or greater of revenue in either 2024 or 2023.

The Company had the following customers that accounted for 10% or greater of revenue in either 2025 or 2024.

No other customers accounted for more than 10% of revenue in either year presented.

Our accounts receivable included three agencies,

that represented multiple customers, that individually made up more than 10% of our accounts receivable at December 31, 2024 in the

percentages of 32.0 %, 21.1 % and 11.2 %.

As of December 31, 2023, our accounts receivable included two agencies, that represented multiple

customers, that individually made up more than 10% of our accounts receivable in the percentages of 28.3 % and 14.1 %.

The Company generates a portion of its revenues

through its EHR and eRx channel partners.

There were three key channel partners and/or vendors through which 10% or greater of its revenue

was generated in either 2024 or 2023 as set forth below.

The amounts in the table below reflect the amount of revenue generated through

those channel partners.

Customer A 14,465 13.2 15,556 16.9

Customer B 12,361 11.3 12,760 13.9

Customer C 10,902 10.0 * *

* Less than 10% of revenue

Our accounts receivable included two agencies, that represented multiple customers, that individually made up more than 10% of our accounts receivable at December 31, 2025 in the percentages of 23.0 % and 18.8 %.

As of December 31, 2024, our accounts receivable included three agencies, that represented multiple customers, that individually made up more than 10% of our accounts receivable in the percentages of 32.0 %, 21.1 % and 11.2 %.

The Company generates a portion of its revenues through its EHR and eRx channel partners.

There were three key channel partners and/or vendors through which 10% or greater of its revenue was generated in either 2025 or 2024 as set forth below.

The amounts in the table below reflect the amount of revenue generated through those channel partners.

Partner A 48,255 44.1 26,815 29.1

Partner B 19,417 17.7 25,978 28.2

Partner C 11,114 10.2 10,999 11.9

NOTE 15 – INCOME TAXES

As of December 31, 2024, the Company had

net operating loss (“NOLs”) carry-forwards for federal income tax purposes of approximately $ 11.6 million, consisting of post-2017

losses that will never expire.

As of December 31, 2025, the Company had net operating loss (“NOLs”) carry-forwards for federal income tax purposes of approximately $ 8,500 , consisting of post-2017 losses that will never expire.

These net operating losses are available to offset future taxable income.

The Company was formed in 2008

as a Nevada Corporation.

The Company was formed in 2008 as a Nevada Corporation.

Activity prior to incorporation is not reflected in the Company’s corporate tax returns.

In the future,

the cumulative net operating loss carry-forward for income tax purposes may differ from the cumulative financial statement loss due to

timing differences between book and tax reporting.

In the future, the cumulative net operating loss carry-forward for

OPTIMIZERX CORPORATION

1 unchanged sentence

DECEMBER 31, 2025

(in thousands, excepts share and per share

The provision for Federal income tax consists

of the following for the years ended December 31, 2024 and 2023:

Federal income tax benefit (expense) attributable to:

(in thousands, except share and per share data)

income tax purposes may differ from the cumulative financial statement loss due to timing differences between book and tax reporting.

The components of income (loss) before provision for income taxes are as follows for the years ended December 31, 2025 and 2024:

Domestic 6,732 ( 18,953 )

Foreign 218 ( 432 )

Income (loss) before income taxes 6,950 $ ( 19,385 )

The income tax expense are as follows for the years ended December 31, 2025 and 2024:

Current tax expense - Federal $ ( 167 ) $ ( 258 )

Current tax expense - State ( 397 ) ( 314 )

Current tax expense - Foreign

Total current expense ( 603 ) ( 572 )

Deferred tax expense - Federal ( 1,145 ) ( 96 )

Deferred tax expense - State ( 70 ) ( 57 )

Total deferred expense ( 1,215 ) ( 153 )

Income tax expense $ ( 1,818 ) $ ( 725 )

OPTIMIZERX CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

(in thousands, except share and per share data)

The differences between income taxes expected at the U.S.

federal statutory income tax rate and income taxes reported were as follows for the year ended December 31, 2025:

federal statutory tax rate $ ( 1,451 ) ( 21 )

State and local income taxes, net of federal income tax effect (1)

( 383 ) ( 5.5 )

Foreign tax effects

Change in valuation allowance 394 5.7

True up ( 394 ) ( 5.7 )

Change in valuation allowance 127 1.8

True up ( 127 ) ( 1.8 )

Change in valuation allowance 1,001 14.4

Nontaxable or nondeductible items

162M limitation ( 88 ) ( 1.3 )

ISO stock options ( 264 ) ( 3.8 )

Share-based compensation ( 33 ) ( 0.5 )

Other adjustments

Prior year adjustments ( 30 ) ( 0.4 )

Deferred true up - share based compensation

( 680 ) ( 9.8 )

Deferred true up - accrued severance

Deferred true up - net operating loss

( 122 ) ( 1.8 )

Other $ ( 3 ) —

Effective tax rate $ ( 1,818 ) ( 26.2 )

(1) State taxes in California and New Jersey accounted for the majority (greater than 50%) of the tax effect in this category.

OPTIMIZERX CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

(in thousands, except share and per share data)

The provision for Federal income tax consists of the following for the year ended December 31, 2024:

Federal income tax expense attributable to:

Current operations $ 4,071

State tax effect, net of federal benefit 696

Option exercise benefits (expenses), net of Section 162M limitations

Transaction costs

Option exercise expenses, net of Section 162M limitations ( 480 )

Goodwill impairment ( 1,413 )

2 unchanged sentences

Valuation allowance ( 864 )

Income tax (expense) benefit

Current tax benefit (expense) - Federal

Current tax benefit (expense) - State

Total current (expense)

Deferred tax (expense) benefit - Federal

Deferred tax (expense) benefit - State

Total deferred (expense) benefit

Income tax (expense) benefit

The cumulative tax effect of significant items

comprising our net deferred tax amount at the expected rate of 21 % is as follows as of December 31, 2024 and 2023:

Income tax expense $ ( 725 )

The cumulative tax effect of significant items comprising our net deferred tax amount at the expected rate of 21% is as follows as of December 31, 2025 and 2024:

Deferred tax assets attributable to:

3 unchanged sentences

Section 174 capitalized expenses 1,277 3,091

Tax credits 355 355

Goodwill — 171

Section 163 (J) interest limitation 845 967

Other 245 559

Deferred tax assets $ 7,334 $ 11,673

Deferred tax liabilities attributable to:

Intangibles $ ( 10,564 ) $ ( 11,760 )

Operating lease right-of-use assets ( 112 ) ( 102 )

Goodwill ( 11 ) —

Other ( 69 ) ( 82 )

Deferred tax liabilities ( 10,756 ) ( 11,944 )

5 unchanged sentences

DECEMBER 31, 2025

(in thousands, excepts share and per share

The ultimate realization of deferred tax assets

is dependent upon the Company’s ability to generate sufficient taxable income during the periods in which the net operating losses

expire and the temporary differences become deductible.

The Company has determined that there is significant uncertainty that the results

of future operations and the reversals of existing taxable temporary differences will generate sufficient taxable income to realize the

deferred tax assets;

therefore, a valuation allowance has been recorded.

In making this determination, the Company considered historical

levels of income, projections for future periods, and the significant amount of tax deductions to be generated from the future exercise

of stock options.

The tax years 2021 to 2024 remain open for potential

audit by the Internal Revenue Service.

There are no uncertain tax positions as of December 31, 2023 or December 31, 2024, and

none are expected in the next 12 months.

The Company’s foreign subsidiaries are cost centers that are primarily reimbursed for expenses,

as a result they generate an immaterial amount of income or loss.

Pretax book income (loss) is all from domestic operations.

years of returns remain open for potential audit in foreign jurisdictions, however any audits for periods prior to ownership by the Company

are the responsibility of the previous owners.

Under certain circumstances issuance of common

shares can result in an ownership change under Internal Revenue Code Section 382, which limits the Company’s ability to utilize

carry-forwards from prior to the ownership change.

Any such ownership change resulting from stock issuances and redemptions could limit

the Company’s ability to utilize any net operating loss carry-forwards or credits generated before this change in ownership.

limitations can limit both the timing of usage of these laws, as well as the loss of the ability to use these net operating losses.

Company had an ownership change as described in IRC Section 382 on March 18, 2014.

The Company NOL’s generated up until March 18, 2014

have been fully released.

(in thousands, except share and per share data)

The change in the valuation allowance is as follows for the years ended December 31, 2025 and 2024:

Balance at beginning of year $ 4,220 $ 3,356

Additions charged to expenses — 864

Deductions from reserves ( 1,937 ) —

Balance at end of year 2,283 $ 4,220

The ultimate realization of deferred tax assets is dependent upon the Company’s ability to generate sufficient taxable income during the periods in which the net operating losses expire and the temporary differences become deductible.

The Company has considered all available evidence, both positive and negative.

In assessing the need for a valuation allowance in its federal and state taxing jurisdictions, management concluded that a partial valuation allowance was appropriate as of March 31, 2025.

This determination was based on consideration of historical levels of income, projections for future periods, and the significant amount of tax deductions to be generated from the future exercise of stock options.

The Company maintains a valuation allowance related to non-qualified stock options and certain state tax credits, as management believes it is more likely than not, based on the weight of available evidence, that these deferred tax assets will not be realized.

The tax years 2022 to 2025 remain open for potential audit by the Internal Revenue Service.

There are no uncertain tax positions as of December 31, 2025 or December 31, 2024, and none are expected in the next 12 months.

The material jurisdictions where the Company is subject to potential examination by tax authorities include the United States and Croatia.

Up to four years of returns remain open for potential audit in foreign jurisdictions, however any audits for periods prior to ownership by the Company are the responsibility of the previous owners.

Under certain circumstances issuance of common shares can result in an ownership change under Internal Revenue Code Section 382, which limits the Company’s ability to utilize carry-forwards from prior to the ownership change.

Any such ownership change resulting from stock issuances and redemptions could limit the Company’s ability to utilize any net operating loss carry-forwards or credits generated before this change in ownership.

These limitations can limit both the timing of usage of these laws, as well as the loss of the ability to use these net operating losses.

The income taxes paid by the Company are as follows for the years ended December 31, 2025 and 2024:

Federal $ 612 $ —

State 1,093 112

Foreign 55 49

Total income taxes paid $ 1,760 $ 161

OPTIMIZERX CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

(in thousands, except share and per share data)

Income taxes paid (net of refunds) exceeds 5% of total income taxes paid (net of refunds) in the following jurisdictions for the years ended December 31, 2025 and 2024:

California $ 229 $ —

Connecticut — 18

Indiana 169 —

Massachusetts 139 9

New Jersey 323 8

Pennsylvania 99 19

Croatia $ 55 $ 49

$ 1,148 $ 161

NOTE 16 – COMMITMENTS AND CONTINGENT LIABILITIES

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.

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

As of December 31, 2024, the Company had

commitments with channel partners for future minimum payments of $ 19,737 that will be reflected in cost of revenues during the years from

2025 through 2029.

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 December 31, 2025, the Company had commitments for future minimum payments of $ 29,761 that will be reflected in cost of revenues during the years from 2026 through 2030.

Minimum payments are due in 2026, 2027 and 2028 in the amounts of $ 13,536 , $ 12,125 and $ 4,100 , respectively.

NOTE 17 – RETIREMENT PLAN

The Company sponsors a defined contribution 401(k)

profit sharing plan which was adopted in December 2015, effective in January 2016.

Under the terms of the plan, the Company matches 100 %

of the first 3 % of payroll contributed by the employee and 50 % of the next 2 % of payroll contributed by the employee to a maximum of 4 %

of an employee’s payroll.

There was expense of $ 837 and $ 727 recorded in 2024 and 2023, respectively, for the Company’s contributions

The Company sponsors a defined contribution 401(k) profit sharing plan, which was adopted in December 2015, effective in January 2016.

Under the terms of the plan, the Company matches 100 % of the first 3 % of payroll contributed by the employee and 50 % of the next 2 % of payroll contributed by the employee to a maximum of 4 % of an employee’s payroll.

There were expenses of $ 951 and $ 837 recorded in 2025 and 2024, respectively, for the Company’s contributions to the plan.

NOTE 18 – SUBSEQUENT EVENTS

Changes In and Disagreements with Accountants

on Accounting and Financial Disclosure

On March 2, 2026, the Company entered into Amendment No.

4 to the Financing Agreement (the “Amendment No.

The purpose of Amendment No.

4 was to (i) extend the maturity date of the Financing Agreement by two years to October 11, 2029, (ii) permit the Company to repurchase shares of its outstanding common stock in one or more transactions prior

OPTIMIZERX CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

(in thousands, except share and per share data)

to March 15, 2027, in an aggregate amount not to exceed $ 10,000 , and (iii) extend the period during which a 1 % applicable premium applies under the Financing Agreement through October 11, 2027.

On March 5, 2026, the Company announced that its’ Board authorized the repurchase of up to $ 10,000 of the Company’s outstanding common stock.

Under this new program, share repurchases may be made from time to time depending on market conditions, share price, share availability, and other factors at the Company’s discretion.

This share repurchase authorization is effective on March 12, 2026 and expires on the earlier of March 15, 2027 or when the repurchase of $ 10,000 of shares has been reached.

The Company’s repurchase of shares will take place in open market transactions or privately negotiated transactions in accordance with applicable securities and other laws, including the Securities Exchange Act of 1934.

The Company intends to finance the purchase using its available cash and cash equivalents.

The Board may modify, suspend, extend or terminate the repurchase program at any time.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data