OPRX filing — read by section

Item 8. Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 
 Index to Financial Statements Required by Article 8 of Regulation S-X: 
 
 Audited Financial Statements: 
 
 F- 1 
 Report of Independent Registered Public Accounting Firm (PCAOB ID: 1195 ); 
 
 F- 3 
 Consolidated Balance Sheets as of December 31, 2025 and 2024; 
 
 F- 4 
 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024; 
 
 F- 5 
 Consolidated Statement of Changes in Stockholders’ Equity for the Year Ended December 31, 2025; 
 
 F- 6 
 Consolidated Statement of Changes in Stockholders’ Equity for the Year Ended December 31, 2024; 
 
 F- 7 
 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024; and 
 
 F- 8 
 Notes to Consolidated Financial Statements 
 

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 Report of Independent Registered Public Accounting Firm 
 
 
 To the Stockholders and Board of Directors of 
 OptimizeRx Corporation 
 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. 
 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. 
 
 
 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. 
 
 
 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. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 F-1 

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 To the Stockholders and Board of Directors of OptimizeRx Corporation 
 Page Two 
 
 
 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. 
 
 
 /s/ UHY LLP 
 
 Sterling Heights, Michigan 
 March 12, 2026 
 

 
 
 
 
 
 
 
 
 
 
 F-2 

 
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 OPTIMIZERX CORPORATION 
 CONSOLIDATED BALANCE SHEETS 
 (in thousands, except share and per share data) 
 December 31,
2025 December 31,
2024 
 ASSETS 
 Current assets 
 Cash and cash equivalents $ 23,365 $ 13,380 
 
 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 — 
 Prepaid expenses and other 2,846 2,379 
 Total current assets 64,715 53,971 
 Property and equipment, net 106 150 
 Other assets 
 Goodwill 70,869 70,869 
 Patent rights, net 4,586 5,517 
 Technology assets, net 6,870 8,180 
 Tradename and customer relationships, net 29,340 31,819 
 Operating lease right-of-use assets 404 366 
 Security deposits and other assets 28 296 
 Total other assets 112,097 117,047 
 TOTAL ASSETS $ 176,918 $ 171,168 
 
 LIABILITIES AND STOCKHOLDERS’ EQUITY 
 Current liabilities 
 Current portion of long-term debt $ 4,255 $ 2,000 
 Accounts payable 1,636 2,156 
 Accrued expenses 11,591 8,486 
 Revenue share payable 3,086 5,053 
 Taxes payable — 318 
 Current portion of lease liabilities 193 168 
 Deferred revenue 503 473 
 Total current liabilities 21,264 18,654 
 Non-current liabilities 
 Long-term debt, net 21,421 30,816 
 Lease liabilities, net of current portion 234 209 
 Deferred tax liabilities, net 5,705 4,491 
 Total liabilities 48,624 54,170 
 Commitments and contingencies (See Note 16) 
 Stockholders’ equity 
 Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, none issued and outstanding at December 31, 2025 and 2024, respectively 
 — — 
 Common stock, $ 0.001 par value, 166,666,667 shares authorized, 20,500,986 and 20,194,697 shares issued at December 31, 2025 and 2024, respectively 
 20 20 
 Treasury stock, $ 0.001 par value, 1,741,397 shares purchased at December 31, 2025 and 2024 
 ( 2 ) ( 2 ) 
 Additional paid-in-capital 207,512 201,348 
 Accumulated deficit ( 79,236 ) ( 84,368 ) 
 Total stockholders’ equity 128,294 116,998 
 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 176,918 $ 171,168 

 The accompanying notes are an integral part of these financial statements. 
 F-3 

 
 Table of Contents 

 OPTIMIZERX CORPORATION 
 CONSOLIDATED STATEMENTS OF OPERATIONS 
 (in thousands, except share and per share data) 
 
 For the
Year Ended
December 31, 2025 For the
Year Ended
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 
 
 Impairment charges 368 7,489 
 Depreciation and amortization 4,327 4,329 
 Other general and administrative expenses 50,245 49,799 
 Total operating expenses 61,902 73,084 
 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 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 
 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. 
 F-4 

 
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 OPTIMIZERX CORPORATION 
 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY 
 FOR THE YEAR ENDED DECEMBER 31, 2025 
 (in thousands, except share data) 
 
 Common Stock Treasury Stock Additional
Paid-in
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 
 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 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 

 The accompanying notes are an integral part of these financial statements. 
 F-5 

 
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 OPTIMIZERX CORPORATION 
 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY 
 FOR THE YEAR ENDED DECEMBER 31, 2024 
 (in thousands, except share data) 
 
 Common Stock Treasury Stock Additional
Paid-in 
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 
 Stock-based compensation expense 
 Options — — — — 4,783 — 4,783 
 Restricted stock — — — — 6,683 — 6,683 
 Issuance of common stock: 
 
 
 For restricted stock units vested, net of cancelled units 295,018 — — — ( 911 ) — ( 911 ) 
 
 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 

 The accompanying notes are an integral part of these financial statements. 
 F-6 

 
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 OPTIMIZERX CORPORATION 
 CONSOLIDATED STATEMENTS OF CASH FLOWS 
 (in thousands) 
 
 For the
Year Ended
December 31, 2025 For the
Year Ended
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 
 
 Bad debt expense — 208 
 Stock-based compensation 6,962 11,467 
 Amortization of debt issuance costs 1,110 835 
 Change in: 
 Accounts receivable 460 ( 2,168 ) 
 Prepaid expenses and other assets ( 467 ) 811 
 Accounts payable ( 520 ) ( 72 ) 
 Revenue share payable ( 1,967 ) ( 453 ) 
 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 
 Deferred loan fees ( 250 ) ( 250 ) 
 Deferred revenue 30 301 
 NET CASH PROVIDED BY OPERATING ACTIVITIES 18,715 4,889 
 
 INVESTING ACTIVITIES: 
 Purchases of property and equipment ( 58 ) ( 112 ) 
 
 
 
 
 
 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 ) 
 
 
 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 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 
 CASH AND CASH EQUIVALENTS – END OF PERIOD $ 23,365 $ 13,380 
 SUPPLEMENTAL CASH FLOW INFORMATION: 
 Cash paid for interest $ 4,184 $ 6,203 
 
 
 
 Cash paid for income taxes $ 1,760 $ 161 

 
 
 The accompanying notes are an integral part of these financial statements. 
 F-7 

 
 Table of Contents 
 OPTIMIZERX CORPORATION 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
 DECEMBER 31, 2025 
 (in thousands, except share and per share data) 

 
 
 
 NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS 
 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. 
 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 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 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 (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 
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 Table of Contents 
 OPTIMIZERX CORPORATION 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
 DECEMBER 31, 2025 
 (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. 
 Foreign Currency 
 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 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. 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. 
 Investments 
 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. These levels are: 
 Level 1 – Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. 
 Level 2 – Inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. 
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 OPTIMIZERX CORPORATION 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
 DECEMBER 31, 2025 
 (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: 
 
 2025 2024 
 Balance at beginning of year $ 335 $ 239 
 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 $ 3,943 , 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. Maintenance and repair charges are expensed as incurred. 
 Leases 
 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. 
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 Table of Contents 
 OPTIMIZERX CORPORATION 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
 DECEMBER 31, 2025 
 (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. 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. 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 $ 368 and $ 0 against the value of our intangible assets during the years ended December 31, 2025 and 2024, respectively. 
 Goodwill 
 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 
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 OPTIMIZERX CORPORATION 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
 DECEMBER 31, 2025 
 (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 
 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 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. In 
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 OPTIMIZERX CORPORATION 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
 DECEMBER 31, 2025 
 (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 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 break down is set forth in the table below. 
 
 2025 2024 
 Revenue recognized over time $ 109,214 $ 85,469 
 Revenue recognized at a point in time 215 6,658 
 Total revenue $ 109,429 $ 92,127 

 Cost of Revenues 
 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 
 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. 
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 Table of Contents 
 OPTIMIZERX CORPORATION 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
 DECEMBER 31, 2025 
 (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 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, 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. There was no research and development expense for the years ended December 31, 2025 and 2024. 
 Advertising Costs 
 The Company expenses advertising costs as incurred. 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 fair value of each award is estimated on the date of each grant. 
 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 future. Forfeiture rate is assumed to be zero and recognized as incurred. 
 
 2025 2024 
 Expected dividend yield 0 % 0 % 
 Risk free interest rate 3.66 % - 4.01 % 
 3.52 % - 4.59 % 
 
 Expected option term 3.5 years - 4.0 years 
 3.5 years 
 Turnover/forfeiture rate 0 % 0 % 
 Expected volatility 75 % - 78 % 
 66 % - 72 % 
 
 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 
 F-14 

 Table of Contents 
 OPTIMIZERX CORPORATION 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
 DECEMBER 31, 2025 
 (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 
 In November 2023, the FASB issued ASU No. 2023-07 (“ASU 2023-07”), Segment Reporting (Topic 280): 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 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. 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740): Improvements to Income Tax Disclosures . ASU 2023-09 addresses investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This update also includes certain other amendments to improve the effectiveness of income tax disclosures. The standard was effective for the Company’s fiscal year beginning January 1, 2025 and the Company elected to apply the 
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 Table of Contents 
 OPTIMIZERX CORPORATION 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
 DECEMBER 31, 2025 
 (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, 2025 and 2024. 
 
 
 F-16 

 
 Table of Contents 
 OPTIMIZERX CORPORATION 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
 DECEMBER 31, 2025 
 (in thousands, except share and per share data) 

 NOTE 5 – PREPAID EXPENSES 
 Prepaid expenses consisted of the following as of December 31, 2025 and 2024: 
 
 2025 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, 2025 and 2024: 
 
 2025 2024 
 Computer equipment $ 403 $ 354 
 Furniture and fixtures 54 54 
 457 408 
 Less accumulated depreciation 351 258 
 Property and equipment, net $ 106 $ 150 

 Depreciation expense was $ 102 and $ 111 for the years ended December 31, 2025 and 2024, respectively. 
 
 NOTE 7 – GOODWILL AND INTANGIBLE ASSETS 
 Goodwill 
 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 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 
 F-17 

 Table of Contents 
 OPTIMIZERX CORPORATION 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
 DECEMBER 31, 2025 
 (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 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 
 Acquisitions — 
 
 Impairments ( 7,489 ) 
 Balance January 1, 2025 $ 70,869 
 Acquisitions — 
 Impairments — 
 Balance December 31, 2025 $ 70,869 
 

 Intangible Assets 
 Intangible assets included on the consolidated balance sheets consist of the following: 
 
 December 31, 2025 
 Gross 
Carrying
Amount Accumulated
Amortization Net Weighted
Average Life
Remaining 
 Patent rights $ 6,838 $ 2,252 $ 4,586 6.8 
 Technology assets 9,585 2,715 6,870 7.0 
 Other intangible assets 
 
 Non-compete agreements 1,093 1,093 — 0.0 
 Customer relationships 34,923 5,583 29,340 12.6 
 Total other 36,016 6,676 29,340 
 Total intangible assets $ 52,439 $ 11,643 $ 40,796 

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 Table of Contents 
 OPTIMIZERX CORPORATION 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
 DECEMBER 31, 2025 
 (in thousands, except share and per share data) 

 
 December 31, 2024 
 Gross 
Carrying
Amount Accumulated
Amortization Net Weighted
Average Life
Remaining 
 Patent rights $ 7,164 $ 1,647 $ 5,517 7.7 
 Technology assets 9,711 1,531 8,180 7.5 
 Other intangible assets 
 Tradename 134 12 122 9.7 
 Non-compete agreements 1,093 1,093 — 0.0 
 Customer relationships 34,923 3,226 31,697 13.6 
 Total other 36,150 4,331 31,819 
 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, 
 2026 $ 4,156 
 2027 3,857 
 2028 3,709 
 2029 3,676 
 2030 3,676 
 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, 
 F-19 

 Table of Contents 
 OPTIMIZERX CORPORATION 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
 DECEMBER 31, 2025 
 (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 
 Revenue recognized ( 19,011 ) 
 Amount collected 19,041 
 
 Balance December 31, 2025 $ 503 

 Following is a summary of activity in the deferred revenue account for the year ended December 31, 2024. 
 
 Balance January 1, 2024 $ 172 
 Revenue recognized ( 18,204 ) 
 Amount collected 18,505 
 
 Balance December 31, 2024 $ 473 

 
 NOTE 9 – RELATED PARTY TRANSACTIONS 
 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. 
 William J. 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, 2025. No shares were issued or outstanding in either 2025 or 2024. 
 Common Stock 
 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. 
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 Table of Contents 
 OPTIMIZERX CORPORATION 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
 DECEMBER 31, 2025 
 (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. 
 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. 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, 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. The total 
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 Table of Contents 
 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
value $ 
 Outstanding at January 1, 2024 1,555,061 $ 26.38 
 Granted 716,297 $ 5.56 
 Exercised — $ — 
 Expired or forfeited ( 425,508 ) $ 26.31 
 Outstanding at December 31, 2024 1,845,850 $ 18.32 3.4 $ 10 
 Granted 789,281 $ 15.29 
 Exercised ( 23,807 ) $ 13.56 
 Expired or forfeited ( 245,391 ) $ 19.94 
 Outstanding, December 31, 2025 2,365,933 $ 17.07 3.3 $ 5,228 
 Exercisable, December 31, 2025 1,062,545 $ 23.73 2.4 $ 1,802 

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 Table of Contents 
 OPTIMIZERX CORPORATION 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
 DECEMBER 31, 2025 
 (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, 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, 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 

 Restricted Stock Units 
 The Company had the following restricted stock unit (“RSU”) activity during the years ended December 31, 2025 and 2024: 
 F-23 

 Table of Contents 
 OPTIMIZERX CORPORATION 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
 DECEMBER 31, 2025 
 (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 
 Granted 545,772 $ 7.56 
 Forfeited ( 198,256 ) $ 17.76 
 Vested and issued ( 295,018 ) $ 17.84 
 Withheld and cancelled ( 101,381 ) $ 18.03 
 Outstanding at December 31, 2024 694,326 $ 10.62 2.1 
 Granted 419,356 $ 15.07 
 Forfeited ( 83,837 ) $ 13.39 
 Vested and issued ( 282,482 ) $ 12.80 
 Withheld and cancelled ( 31,293 ) $ 12.67 
 Outstanding at December 31, 2025 716,070 $ 12.07 2.1 

 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. 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. 
 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 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 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 
 F-24 

 Table of Contents 
 OPTIMIZERX CORPORATION 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
 DECEMBER 31, 2025 
 (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, net comprised of the following at December 31, 2025 and 2024: 
 
 2025 2024 
 Term loan, due in 2027 $ 26,290 $ 34,290 
 Less: current portion of long-term debt ( 4,255 ) ( 2,000 ) 
 Less: unamortized issuance costs ( 614 ) ( 1,474 ) 
 Long-term debt, net 
 $ 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: 
 a. 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 %; or 
 b. Three-month SOFR plus an adjustment of 26 basis points and an Applicable Margin of 8.5 % 
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 Table of Contents 
 OPTIMIZERX CORPORATION 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
 DECEMBER 31, 2025 
 (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, 
 
 2026 $ 4,255 
 2027 22,035 
 
 $ 26,290 

 
 NOTE 13 – LEASES 
 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: 
 
 2025 2024 
 
 Operating lease cost $ 240 $ 248 
 Short-term lease cost (1) — 2 
 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 in each of the next five fiscal years: 
 
 As of December 31, 2025 
 
 2026 $ 213 
 2027 166 
 2028 79 
 2029 — 
 2030 — 
 Total 458 
 Less: present value discount 31 
 Total lease liabilities $ 427 

 F-26 

 Table of Contents 
 OPTIMIZERX CORPORATION 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
 DECEMBER 31, 2025 
 (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 2025 or 2024. No other customers accounted for more than 10% of revenue in either year presented. 
 
 2025 2024 
 $ % $ % 
 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. 
 
 2025 2024 
 $ % $ % 
 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, 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. 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 
 F-27 

 Table of Contents 
 OPTIMIZERX CORPORATION 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
 DECEMBER 31, 2025 
 (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: 
 
 2025 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: 
 
 2025 2024 
 Current tax expense - Federal $ ( 167 ) $ ( 258 ) 
 Current tax expense - State ( 397 ) ( 314 ) 
 Current tax expense - Foreign 
 ( 39 ) — 
 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 ) 

 F-28 

 Table of Contents 
 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: 
 
 2025 
 $ % 
 U.S. 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 
 Croatia 
 Change in valuation allowance 394 5.7 
 True up ( 394 ) ( 5.7 ) 
 Other 7 0.1 
 Israel 
 
 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 
 228 3.3 
 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. 
 F-29 

 Table of Contents 
 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: 
 
 2024 
 Federal income tax expense attributable to: 
 Current operations $ 4,071 
 State tax effect, net of federal benefit 696 
 Option exercise expenses, net of Section 162M limitations ( 480 ) 
 
 Goodwill impairment ( 1,413 ) 
 Stock compensation ( 2,531 ) 
 Other adjustments ( 204 ) 
 Valuation allowance ( 864 ) 
 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: 
 
 2025 2024 
 Deferred tax assets attributable to: 
 Net operating loss carryover $ 2,073 $ 3,304 
 Stock compensation 2,421 3,121 
 Operating lease liability 118 105 
 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 ) 
 Net deferred tax (liability) asset $ ( 3,422 ) $ ( 271 ) 
 Valuation allowance ( 2,283 ) ( 4,220 ) 
 Net deferred tax liabilities $ ( 5,705 ) $ ( 4,491 ) 

 F-30 

 Table of Contents 
 OPTIMIZERX CORPORATION 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
 DECEMBER 31, 2025 
 (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: 
 
 2025 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: 
 
 
 
 2025 2024 
 Federal $ 612 $ — 
 State 1,093 112 
 Foreign 55 49 
 Total income taxes paid $ 1,760 $ 161 

 
 
 F-31 

 Table of Contents 
 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: 
 
 2025 2024 
 State 
 California $ 229 $ — 
 Connecticut — 18 
 Illinois — 6 
 Indiana 169 — 
 Massachusetts 139 9 
 New Jersey 323 8 
 New York — 9 
 Pennsylvania 99 19 
 Texas — 15 
 Other 134 28 
 
 Foreign 
 Croatia $ 55 $ 49 
 $ 1,148 $ 161 

 
 NOTE 16 – COMMITMENTS AND CONTINGENT LIABILITIES 
 Legal 
 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. 
 Commitments 
 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 were expenses of $ 951 and $ 837 recorded in 2025 and 2024, respectively, for the Company’s contributions to the plan. 
 
 NOTE 18 – SUBSEQUENT EVENTS 
 On March 2, 2026, the Company entered into Amendment No. 4 to the Financing Agreement (the “Amendment No. 4”). 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 
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 Table of Contents 
 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. 
 F-33 

 
 Table of Contents 

 Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 
 None.
OptimizeRx Corp 10-K

Item 8. Financial Statements and Supplementary Data
