What changed in this filing

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Item 1. Financial Statements

2026-05-13 compared with 2025-11-07 · 252 added, 278 removed, 294 unchanged (64% of the section changed)

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

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

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

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

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

Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025;

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (unaudited);

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025 (unaudited);

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (unaudited);

Notes to Condensed Consolidated Financial Statements (unaudited).

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(in thousands, except share and per share data)

September 30,

2026 December 31,

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Cash and cash equivalents $ 20,169 $ 23,365

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

Accounts receivable, net of allowance for credit losses of $ 260 at March 31, 2026 and December 31, 2025

31,989 37,752

Taxes receivable 871 752

Prepaid expenses and other assets

Prepaid expenses and other 3,136 2,846

Total current assets 56,165 64,715

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Technology assets, net 6,576 6,870

Tradename and customer relationships, net 30,042 31,819

Customer relationships, net 28,751 29,340

Operating lease right-of-use assets 352 404

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Revenue share payable 955 3,086

Taxes payable — 318

Current portion of lease liabilities 177 193

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Total liabilities 37,653 48,624

Commitments and contingencies (See Note 12)

Commitments and contingent liabilities (See Note 11)

Stockholders’ equity

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

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

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

Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, none issued and outstanding at March 31, 2026 and December 31, 2025

Common stock, $ 0.001 par value, 166,666,667 shares authorized, 20,506,472 and 20,500,986 shares issued at March 31, 2026 and December 31, 2025, respectively

Treasury stock, $ 0.001 par value, 1,741,397 shares held at March 31, 2026 and December 31, 2025

Additional paid-in-capital 209,323 207,512

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For the Three Months Ended

September 30, For the Nine Months Ended

September 30,

2025 2024 2025 2024

Net revenue $ 19,844 $ 21,928

Cost of revenues, exclusive of depreciation and amortization presented separately below 4,912 8,584

Gross profit 17,516 13,447 49,495 37,355

Operating expenses

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

Goodwill impairment — 7,489 — 7,489

Sales and marketing 4,729 4,985

General and administrative 3,513 4,557

Research and development 3,402 3,252

Stock-based compensation 1,828 1,558

Depreciation and amortization 1,064 1,094

Total operating expenses 15,466 22,009 46,371 54,695

Total expenses 19,448 24,030

Income (loss) from operations 396 ( 2,102 )

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Total other expenses, net ( 1,040 ) ( 1,170 )

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

Income tax benefit (expense) ( 270 ) 817 633 1,561

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

Loss before provision for income taxes ( 644 ) ( 3,272 )

Income tax benefit 149 1,073

Net loss $ ( 495 ) $ ( 2,199 )

Weighted average number of shares outstanding – basic 18,761,622 18,470,808

Weighted average number of shares outstanding – diluted 18,761,622 18,470,808

Income (loss) per share – basic $ 0.04 $ ( 0.50 ) $ 0.01 $ ( 1.10 )

Income (loss) per share – diluted $ 0.04 $ ( 0.50 ) $ 0.01 $ ( 1.10 )

Loss per share – basic $ ( 0.03 ) $ ( 0.12 )

Loss per share – diluted $ ( 0.03 ) $ ( 0.12 )

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

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

FOR THE THREE MONTHS ENDED MARCH 31, 2026

(in thousands, except share data, unaudited)

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Issuance of common stock

For options exercised 1,264 — — — — — —

For restricted stock units vested 4,222 1 — — ( 17 ) — ( 16 )

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Balance March 31, 2026 20,506,472 $ 21 ( 1,741,397 ) $ (2) $ 209,323 $ (79,731) $ 129,611

Stock based compensation expense

Options — — — — 573 — 573

Restricted stock — — — — 915 — 915

Issuance of common stock

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

Net income — — — — — 1,532 1,532

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

Stock based compensation expense

Options — — — — 819 — 819

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

Issuance of common stock — — — — — —

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

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

Net income — — — — — 779 779

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

OPTIMIZERX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

FOR THE THREE MONTHS ENDED MARCH 31, 2025

(in thousands, except share data, unaudited)

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

Stock based compensation expense

Options — — — — 1,149 — 1,149

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

Issuance of common stock

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

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

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

Stock based compensation expense

Options — — — — 992 — 992

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

Issuance of common stock —

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

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

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

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

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(in thousands, unaudited)

For the Nine Months Ended

September 30,

For the Three Months Ended

OPERATING ACTIVITIES:

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

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

Net loss $ ( 495 ) $ ( 2,199 )

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

Depreciation and amortization 1,064 1,094

Stock-based compensation 1,828 1,558

Goodwill impairment — 7,489

Bad debt expense — 131

Amortization of debt issuance costs 358 174

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Operating lease liabilities ( 2 ) —

Deferred tax liabilities — ( 1,625 )

Taxes receivable and payable ( 119 ) ( 431 )

Deferred tax liabilities ( 50 ) ( 705 )

Deferred revenue 166 38

NET CASH PROVIDED BY OPERATING ACTIVITIES 11,627 4,691

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES ( 467 ) 3,864

INVESTING ACTIVITIES:

Purchase of property and equipment ( 47 ) ( 95 )

Purchases of property and equipment ( 21 ) ( 27 )

Capitalized software development costs — ( 57 )

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Cash paid for employee withholding taxes related to the vesting of restricted stock units ( 17 ) ( 87 )

Proceeds from exercise of stock options 338 —

Repayment of long-term debt ( 2,691 ) ( 500 )

NET CASH USED IN FINANCING ACTIVITIES ( 2,708 ) ( 587 )

NET INCREASE IN CASH AND CASH EQUIVALENTS 6,139 2,274

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 3,196 ) 3,193

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 23,365 13,380

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NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION

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

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

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

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

The accompanying condensed 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 healthcare professionals (“HCPs”) and millions of their patients through an intelligent technology platform embedded within a proprietary omnichannel network.

OptimizeRx helps life science organizations engage and support their customers through our combined HCP and direct-to-consumer (“DTC”) marketing strategies.

The condensed consolidated financial statements for the three months ended March 31, 2026 and 2025 have been prepared by us without audit pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”).

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

In the opinion of management, all adjustments necessary to present fairly our financial position at March 31, 2026, and our results of operations, changes in stockholders’ equity, and cash flows for the three months ended March 31, 2026 and 2025, have been made.

Those adjustments consist of normal and recurring adjustments.

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

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

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

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

Certain prior year amounts have been reclassified in our unaudited condensed consolidated financial statements and notes thereto to conform to current year presentation.

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

The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full year.

Sales and Marketing

Sales and marketing expense consists primarily of labor costs, including salaries, benefits, bonuses and commission costs for our sales and marketing personnel, as well as outside services costs.

Sales and marketing expense also includes costs for advertising, promotional and other marketing activities, as well as certain fees paid to various third-party partners for sales and lead generation.

General and Administrative

General and administrative expense consists primarily of labor costs, including salaries and benefits for our executive, finance, legal, compliance, information technology security, human resources, and other administrative personnel, as well as outside services costs.

General and administrative expense also includes software costs to support our finance, legal and human resources operations, insurance costs as well as fees to third-party providers for accounting, legal and consulting services, costs for various non income-based taxes and software costs.

Research and Development

Research and development expense consists of costs to develop our products and services that do not meet the criteria for capitalization as internal-use software.

These costs consist primarily of labor costs, including salaries and benefits for our development personnel, as well as outside services costs.

Research and development expense also includes third-party partner fees and third-party consulting fees.

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION (CONTINUED)

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 science companies to patients and providers.

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.

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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 Condensed Consolidated Statement 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 one reportable segment, all required segment financial information is found in the condensed consolidated financial statements.

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION (CONTINUED)

The CODM also regularly reviews the condensed consolidated statement of operations for segment expenses, of which the significant expenses are related to cost of revenues, exclusive of depreciation and amortization, sales and marketing, general and administrative, research and development, stock-based compensation and depreciation and amortization.

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

Fair Value of Financial Instruments

Fair value is defined as the price that would be received upon the sale of an asset or paid upon the 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.

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.

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

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

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.

NOTE 2 – NEW ACCOUNTING PRONOUNCEMENTS

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

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

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

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

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 2 – RECENTLY ISSUED A CCOUNTING PRONOUNCEMENTS

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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.

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

In July 2025, the FASB issued ASU No.

2025-05 (“ASU 2025-05”), ASU No.

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

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

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

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

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 2 – NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)

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

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

In September 2025, the FASB issued ASU No.

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

In December 2025, the FASB issued ASU No.

2025-11 (“ASU 2025-11”), Interim Reporting (Topic 270):

Narrow-Scope Improvements .

ASU 2025-11 clarifies interim disclosure requirements and the applicability of Topic 270.

The objective of the amendments is to provide further clarity about the current interim disclosure requirements.

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

Adoption of this ASU can be applied either on a prospective or a retrospective basis.

Early adoption is permitted.

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

In December 2025, the FASB issued ASU No.

2025-12 (“ASU 2025-12”), Codification Improvements .

ASU 2025-12 addresses thirty-three items, representing the changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements.

Generally, the amendments in this Update are not intended to result in significant changes for most entities.

This authoritative guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2026.

The adoption method of this ASU may vary, on an issue-by-issue basis.

Early adoption is permitted.

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

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

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government or its agencies.

We account for marketable equity securities in accordance with ASC 321-10, Investments - Equity Securities , as the shares have a readily determinable fair value quoted on the national stock exchange and are classified within Level 1 of the fair value hierarchy.

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

NOTE 4 – CAPITALIZED SOFTWARE COSTS

The Company capitalizes certain development costs incurred in connection with software development for internal-use software platforms used in operations and for providing services to our customers.

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

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

Capitalization ceases upon completion of all substantial testing.

The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality.

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

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

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

We account for marketable equity securities in accordance with Accounting Standards Codification (“ASC”) 321-10, Investments - Equity Securities , as the shares have a readily determinable fair value quoted on the national stock exchange and are classified within Level 1 of the fair value hierarchy.

At March 31, 2026 and December 31, 2025, we have recorded $ 8,737 and $ 8,659 , respectively, of money market funds at approximate fair value.

NOTE 4 - GOODWILL AND INTANGIBLE ASSETS

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.

The Company considered indicators of impairment, and there were no triggering events identified, no indication of impairment of the Company's goodwill and no impairment charges recorded during the three months ended March 31, 2026 or 2025.

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 4 - GOODWILL AND INTANGIBLE ASSETS (CONTINUED)

Intangible Assets

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

March 31, 2026

Amount Accumulated

Amortization Net Weighted

Patent rights $ 6,838 $ 2,412 $ 4,426 6.5

Technology assets 9,585 3,009 6,576 6.8

Customer relationships 34,923 6,172 28,751 12.4

Total intangible assets $ 51,346 $ 11,593 $ 39,753

December 31, 2025

Amount Accumulated

Amortization Net Weighted

Patent rights $ 6,838 $ 2,252 $ 4,586 6.8

Technology assets 9,585 2,715 6,870 7.0

Customer relationships 34,923 5,583 29,340 12.6

Total intangible assets $ 51,346 $ 10,550 $ 40,796

The Company recorded impairment charges of $ 0 in the three months ended March 31, 2026 and $ 368 against the value of our intangible assets during the year ended December 31, 2025.

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 condensed consolidated statements of operations.

The Company recorded amortization expense of $ 1,043 and $ 1,067 in the three months ended March 31, 2026 and 2025, respectively.

Expected future amortization expense of the intangible assets as of March 31, 2026 is as follows:

Year ended December 31,

2026 (remainder) $ 3,113

Thereafter 21,722

Total $ 39,753

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 5 - LONG-TERM DEBT

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

September 30,

Long-term debt, net comprised of the following at March 31, 2026 and December 31, 2025:

2026 December 31,

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Long-term debt, net $ 21,343 $ 21,421

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

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 5 - LONG-TERM DEBT (CONTINUED)

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

Amortization of debt issuance costs for the three and nine months ended September 30, 2025 and 2024 was $ 174 and $ 785 and $ 182 and $ 547 , respectively.

On October 11, 2023, the Company entered into a Financing Agreement (the “Financing Agreement”) which provided for a term loan (the “Term Loan”) of $ 40,000 , the net proceeds of which were used to partially finance the Medicx Health transaction.

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

Amortization of debt issuance costs for the three months ended March 31, 2026 and 2025 was $ 358 and $ 174 , respectively.

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

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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.

The Company may prepay, subject to an Applicable Premium (as defined in the Financing Agreement), 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;

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

During the three months ended March 31, 2026 and 2025, the Company made total Excess Cash Flow payments of $ 2,191 and $ 0 , respectively.

On March 2, 2026, the Company entered into Amendment No.

4 to the Financing Agreement (the “Amendment No.

The purpose of Amendment No.

4 was to (i) extend the maturity date of the Financing Agreement by two years to October 11, 2029, (ii) permit the Company to repurchase shares of its outstanding common stock in one or more transactions prior 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.

During the three months ended March 31, 2026 and 2025, the Company made total principal repayments of $ 2,691 and $ 500 , respectively.

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

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

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

As of September 30, 2025, the Term Loan bears interest at 12.9 %, with an effective interest rate of 15.9 % for the three months ended September 30, 2025 and an effective interest rate of 16.8 % for the nine months ended September 30, 2025, including the impact of the amortization of debt issuance costs.

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

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

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

OPTIMIZERX CORPORATION

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NOTE 5 – LONG-TERM DEBT (CONTINUED)

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

As of September 30, 2025

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

As of March 31, 2026, the Term Loan bears interest at 12.4 %, with an effective interest rate of 19.5 % for the three months ended March 31, 2026, 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 $ 5,000 .

The Company was in compliance with its financial covenants as of March 31, 2026.

Payments due on the Term Loan in each of the next four years subsequent to March 31, 2026, are as follows:

As of March 31, 2026

2026 (remainder) $ 1,500

NOTE 6 – 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.

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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 condensed consolidated balance sheets.

For the three months ended March 31, 2026 and 2025, the Company’s lease cost consists of the following components, each of which is included in general and administrative expenses within the condensed consolidated statements of operations:

Three Months Ended

Operating lease cost $ 60 $ 62

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Total lease cost $ 60 $ 62

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

As of September 30, 2025

2025 (remainder) $ 62

Total lease liabilities $ 507

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

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

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

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

OPTIMIZERX CORPORATION

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

NOTE 6 – LEASES (CONTINUED)

The table below presents the future minimum lease payments to be made under operating leases in each of the remainder of the current and next four fiscal years and thereafter:

As of March 31, 2026

2026 (remainder) $ 152

Total lease liabilities $ 373

The weighted average remaining lease term at March 31, 2026 for the operating leases is 2.0 years, and the weighted average discount rate used in calculating the operating lease asset and liability is 3.31 %.

Cash paid for amounts included in the measurement of lease liabilities was $ 54 and $ 60 for the three months ended March 31, 2026 and 2025, respectively.

For the three months ended March 31, 2026 and 2025, payments on lease obligations were $ 63 and $ 68 , respectively, and amortization on the right of use assets was $ 60 and $ 62 , respectively.

NOTE 7 – STOCKHOLDERS’ EQUITY

Preferred Stock

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

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

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

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

During each of the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, the Company issued 0 , 0 and 22,028 shares of our common stock, respectively, and received $ 0 , $ 0 and $ 338 proceeds, respectively, in connection with the exercise of options under our 2013 Incentive Plan (the “2013 Plan”) and our 2021 Equity Incentive Plan (“2021 Plan”).

The Company issued 39,489 , 63,202 and 14,423 shares of common stock, respectively, in the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, in connection with the vesting of restricted stock units under our 2013 Plan and our 2021 Plan.

Some of the participants utilized a net withhold settlement method, in which shares were surrendered to cover payroll withholding taxes.

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

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

The Company issued 22,200 , 140,028 and 7,525 shares of common stock, respectively, in the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024, in connection with the vesting of restricted stock units under our 2013 Plan and our 2021 Plan.

Some of the participants utilized a net withhold settlement method, in which shares were surrendered to cover payroll withholding taxes.

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

The Company had 10,000,000 shares of preferred stock, $ 0.001 par value per share, authorized as of March 31, 2026.

No shares were issued or outstanding in the three months ended March 31, 2026 and 2025.

The Company had 166,666,667 shares of common stock, $ 0.001 par value per share, authorized as of March 31, 2026.

There were 18,765,075 and 18,759,589 shares of common stock outstanding, net of shares held in treasury of 1,741,397 and 1,741,397 at March 31, 2026 and December 31, 2025, respectively.

During the three months ended March 31, 2026, the Company issued 1,264 shares of our common stock and received no proceeds in connection with the exercise of options under our 2013 Incentive Plan (the “2013 Plan”) or our 2021 Equity Incentive Plan (the “2021 Plan”).

During the three months ended March 31, 2025, the Company issued no shares of our common stock and received no proceeds in connection with the exercise of options under our 2013 Plan or our 2021 Plan.

The Company issued 4,222 shares of our common stock in the three months ended March 31, 2026, in connection with the vesting of restricted stock units under our 2013 Plan and our 2021 Plan.

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

Some of the participants utilized a net withhold settlement method, in which shares were surrendered to cover tax withholdings.

Of the shares issued to participants during the three months ended March 31, 2026 and 2025, respectively, 2,112 and 14,038 shares, valued at $ 17 and $ 87 , were surrendered and subsequently cancelled.

Treasury Stock

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

This stock repurchase authorization expired on March 12, 2024.

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

NOTE 8 – STOCK BASED COMPENSATION

The Company sponsors two stock-based incentive compensation plans.

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

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

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

A total of 167,845 shares of common stock underlying options and 4,000 shares of common stock underlying restricted stock unit awards were outstanding under the 2013 Incentive Plan at September 30, 2025.

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

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

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

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

During the quarter ended March 31, 2026, the Board of Directors of the Company (the “Board”) authorized a share repurchase program, under which the Company could repurchase up to $ 10,000 of its outstanding common stock.

This stock repurchase authorization expires on the earlier of March 15, 2027 or when the repurchase of $10,000 of shares has been reached.

During each of the quarters ended March 31, 2026 and 2025 , the Company did not repurchase any of its outstanding shares of common stock.

OPTIMIZERX CORPORATION

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

NOTE 8 – STOCK BASED COMPENSATION (CONTINUED)

4,450,000 shares.

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

At September 30, 2025, 1,272,283 shares were available for grant under the 2021 Incentive Plan.

NOTE 8 – STOCK BASED COMPENSATION

The Company sponsors two stock-based incentive compensation plans.

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

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

The amended 2013 Plan was approved by stockholders.

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

A total of 55,500 shares of common stock underlying options and 0 shares of common stock underlying restricted stock unit awards were outstanding at March 31, 2026.

At March 31, 2026, there were no shares available for grant under the 2013 Plan.

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

The 2021 Plan was established by the Board and approved by stockholders in August 2021.

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

A total of 2,218,221 shares of common stock underlying options and 705,452 shares of common stock underlying restricted stock unit awards were outstanding at March 31, 2026.

At March 31, 2026, 561,165 shares were available for grant under the 2021 Plan.

Stock Options

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

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

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

The compensation cost that has been charged against income related to options for the three months ended March 31, 2026 and 2025 was $ 805 and $ 579 , respectively.

There is $ 6,752 of expense remaining to be recognized over a weighted average period of 2.21 years related to options outstanding at March 31, 2026.

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 intrinsic value of outstanding options at March 31, 2026 was $ 848 .

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

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

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

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

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

There was $ 0 and $8 in expense related to these options recorded during the three months ended March 31, 2026 and 2025, respectively.

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

Restricted Stock Units

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

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

The Company recognized compensation expense of $ 1,023 and $ 979 for the three months ended March 31, 2026 and 2025, respectively, related to restricted stock units.

A total of $ 5,971 remains to be recognized at March 31, 2026 over a weighted average period of 2.05 years.

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

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

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

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

During the three months ended March 31, 2026 and 2025, certain participants utilized a net withhold settlement method, in which shares were surrendered to cover tax withholdings.

From time to time, the Company granted certain performance-based restricted stock units, the expense for which will be recorded over time once the achievement of the performance is deemed probable.

There was $ 0 and $8 in expense related to these restricted stock units recorded during the three months ended March 31, 2026 and 2025, 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 Director's Compensation

Non-employee Directors Compensation

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

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

Equity Award Modification

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

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

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 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 upon their forfeiture at the departure of the CEO.

The Company granted no restricted stock units to the non-employee directors during the three months ended March 31, 2026 and 2025.

There was $ 184 and $ 173 included in the compensation expense discussed above related to director’s compensation for the three months ended March 31, 2026 and 2025, respectively.

OPTIMIZERX CORPORATION

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We use a 5-step model to recognize revenue:

These steps are:

(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 the Company delivers financial, clinical, or brand messaging through a distribution network of ePrescribers and electronic health record technology providers (channel partners), directly to consumers, or from reselling services that complement the business.

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.

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

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

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

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

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.

As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between client payment and the transfer of goods or services is expected to be one year or less.

The Company has also elected the practical expedient within ASC 606 and does not disclose information related to remaining performance obligations for contracts recognized with an original expected duration of one year or less.

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

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

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

For the year ended December 31, 2025 and during the first three months of 2026, there were two and three , respectively, contracts with customers that included a rebate clause.

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

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In 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

These partner specific solutions are frequently similar

OPTIMIZERX CORPORATION

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NOTE 9 - REVENUES (CONTINUED)

that the Company receives.

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

The amount of revenue recognized as an agent on a net basis was $ 9,216 and $ 8,370 for the nine months ended September 30, 2025 and 2024, respectively.

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

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 $ 4,018 and $ 3,373 for the three months ended March 31, 2026 and 2025, respectively.

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.

Deferred revenue was $ 395 and $ 473 as of September 30, 2025 and December 31, 2024, respectively.

The contracts are all short term in nature and all revenue is expected to be recognized within 12 months, or less.

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

Deferred revenue was $ 669 and $ 503 as of March 31, 2026 and December 31, 2025, 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:

Three Months Ended

Balance January 1 $ 503 $ 473

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Balance March 31 $ 669 $ 511

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

Amount collected 5,389 2,002

Balance June 30 $ 484 $ 1,053

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

Amount collected 3,846 2,454

Balance September 30 $ 395 $ 786

Disaggregation of Revenue

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

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

A 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.

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Revenue recognized over time $ 19,759 $ 21,782

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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.

Sales to customers are initiated through a purchase order and are governed by our standard terms and conditions, written agreements, or both.

Payment terms are generally 30 days and do not extend beyond 90 days.

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.

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

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

OPTIMIZERX CORPORATION

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NOTE 9 - REVENUES (CONTINUED)

The changes in the allowance for credit losses for the three months ended March 31, 2026 and 2025, were as follows:

Three Months Ended

Balance at January 1, $ 260 $ 335

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Balance at March 31, $ 260 $ 335

Provision for credit losses — —

Write-offs ( 75 ) —

Balance at June 30, $ 260 $ 371

Provision for credit losses — ( 1 )

Write-offs — ( 31 )

Balance at September 30, $ 260 $ 339

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

Included in accounts receivable are unbilled amounts of $ 3,722 and $ 3,241 at September 30, 2025 and December 31, 2024, respectively.

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

Included in accounts receivable are unbilled amounts of $ 4,709 and $ 3,943 at March 31, 2026 and December 31, 2025, respectively.

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

NOTE 10 – RELATED PARTY TRANSACTIONS

The accounts receivable balance as of December 31, 2024 was $ 38,212 .

In general, the pharmaceutical brand marketing industry spends its advertising budget seasonally.

Many pharmaceutical companies allocate the largest portion of their brand marketing to the fourth quarter of the calendar year.

As a result, the first quarter tends to reflect lower activity levels and lower revenue, with gradual increases in the following quarters.

We expect these seasonality trends to continue and our ability to effectively manage our resources in anticipation of these trends may affect our operating results.

As a result, our revenue is subject to some seasonality and has historically been higher during the fourth quarter than during the first, second and third quarters.

Related Party Transactions

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

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

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

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

That patent remains in patents rights on the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025.

James Lang, one of our Board Members, in 2025, stepped down as the CEO, but remains as a director on the board of Eversana, a leading global provider of services to the life sciences industry.

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

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

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

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

NOTE 11 – INCOME (LOSS) PER SHARE

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

The number of shares related to options and restricted stock units included in diluted EPS is based on the “Treasury Stock Method” prescribed in ASC 260-10, Earnings per Share .

This method assumes the theoretical repurchase of shares using proceeds of the respective stock options exercised, and for restricted stock units, the amount of compensation cost attributed to future services which have not yet been recognized, and the amount of current and deferred tax benefit, if any, that would be credited to additional paid in capital upon the vesting of the restricted stock units, at a price equal to the issuer’s average stock price during the related earnings period.

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

During the three months ended March 31, 2026 and 2025, we recognized $ 153 and $ 242 , respectively, in revenue from contracts engaged with Eversana.

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

The contracts are at market rates, were generated in the normal course of business, and in each instance approved by our Board's Audit Committee.

NOTE 10 – EARNINGS ( LOSS) PER SHARE

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

The computation of diluted earnings (loss) per common share is based on the basic weighted average number of shares outstanding during the period 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 period.

OPTIMIZERX CORPORATION

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

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

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

NOTE 10 – EARNINGS (LOSS) PER SHARE (CONTINUED)

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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

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

Net loss $ ( 495 ) $ ( 2,199 )

Weighted average shares outstanding used in computing loss per share

Basic 18,761,622 18,470,808

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Diluted 18,761,622 18,470,808

Net income (loss) per share

Loss per share

Basic $ ( 0.03 ) $ ( 0.12 )

2 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

Weighted average number of shares for the periods ended 2026 2025

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Total ( 345,414 ) ( 108,204 )

NOTE 12 – COMMITMENTS AND CONTINGENCIES

NOTE 11 – COMMITMENTS AND CONTINGENT LIABILITIES

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

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

As of September 30, 2025, the Company had commitments for future minimum payments of $ 9,609 that will be reflected in cost of revenues during the years from 2025 through 2029.

As of March 31, 2026, the Company had commitments for future minimum payments of $ 31,293 that will be reflected in cost of revenues during the years from 2026 through 2030.

Minimum payments are due in the remainder of 2026 and fiscal 2027, 2028 and 2029 in the amounts of $ 11,439 , $ 13,644 , $ 5,155 and $ 1,055 , respectively.

NOTE 12 – INCOME TAXES

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

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

The Company reported a benefit from income taxes of $ 149 for the three months ended March 31, 2026, representing an effective tax rate of 23.1 %.

The effective tax rate for the three months ended March 31, 2026 reflects the impact of certain permanent items, projected decreases in our valuation allowance during the year ended December 31, 2026 and discrete items related to stock based compensation.

OPTIMIZERx CORPORATION

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NOTE 12 – INCOME TAXES (CONTINUED)

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

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

The effective tax rate for the three and nine months ended September 30, 2024 reflects the impact of certain permanent items, projected increases in our valuation allowance during the year and discrete items for the quarter related to stock based compensation.

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

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

On the basis of this evaluation, as of the quarter ended March 31, 2025, the valuation allowance has been reduced to $ 1,900 to recognize only the portion of the deferred tax asset that is more likely than not to be realized.

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

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

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

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

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

The OBBBA contained a number of U.S.

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

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

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

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

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, 2026.

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 Company reported a benefit from income taxes of $ 1,073 for the three months ended March 31, 2025, representing an effective tax rate of 32.8%.

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

As discussed in our annual report on Form 10-K for the year ended December 31, 2025, we had net operating loss carry-forwards for federal income tax purposes of approximately $ 8,500 as of December 31, 2025.

NOTE 13 – SUBSEQUENT EVENTS

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

On May 7, 2026, the Company completed a debt refinancing and entered into a new credit agreement (the “Credit Agreement”) providing for a $ 25,000 term loan (“New Term Loan”) and a $ 10,000 unsecured revolving credit facility.

The outstanding principal amount of the New Term Loan is repayable in quarterly installments on the last business day of each fiscal quarter commencing on June 30, 2026, in an amount equal to 1.25 % of the principal amount.

The outstanding unpaid principal amount of the New Term Loan, and all accrued and unpaid interest thereon, shall be due and payable on the earliest of (i) the fifth anniversary of the closing of the Credit Agreement and funding of the New Term Loan and (ii) the date on which the New Term Loan is declared due and payable pursuant to the terms of the Credit Agreement.

The New Term Loan bears interest between SOFR plus 1.75 % and SOFR plus 2.5 % based on our total net leverage ratio calculation.

Upon the closing of the Credit Agreement, the proceeds from the New Term Loan were used to repay our outstanding Term Loan balance and the Financing Agreement was terminated.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements