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Item 1. Financial Statements

2026-08-13 compared with 2026-05-13 · 216 added, 154 removed, 392 unchanged (49% of the section changed)

1 unchanged sentence

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

Condensed Consolidated Balance Sheets as of March 31, 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);

Condensed Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025;

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited);

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited);

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (unaudited);

Notes to Condensed Consolidated Financial Statements (unaudited).

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Cash and cash equivalents $ 24,096 $ 23,365

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

Accounts receivable, net of allowance for credit losses of $ 260 and $ 260 at June 30, 2026 and December 31, 2025, respectively

24,796 37,752

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Stockholders’ equity

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

Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, none issued and outstanding at June 30, 2026 and December 31, 2025

Common stock, $ 0.001 par value, 166,666,667 shares authorized, 20,574,233 and 20,500,986 shares issued at June 30, 2026 and December 31, 2025, respectively

Treasury stock, $ 0.001 par value, 1,741,397 shares held at June 30, 2026 and December 31, 2025

Additional paid-in-capital 211,486 207,512

Accumulated other comprehensive income (loss) 11 —

Accumulated deficit ( 80,434 ) ( 79,236 )

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OPTIMIZERX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

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

For the Three Months Ended

June 30, For the Six Months Ended

2026 2025 2026 2025

Net revenue $ 20,504 $ 29,195 $ 40,348 $ 51,123

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Total expenses 20,592 25,988 40,040 50,018

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

Income from operations ( 88 ) 3,207 308 1,105

Other income (expense)

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Total other expenses, net ( 1,008 ) ( 1,476 ) ( 2,048 ) ( 2,646 )

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

Income tax benefit 149 1,073

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

Income (loss) before provision for income taxes ( 1,096 ) 1,731 ( 1,740 ) ( 1,541 )

Income tax benefit (expense) 393 ( 199 ) 542 874

Net income (loss) $ ( 703 ) $ 1,532 $ ( 1,198 ) $ ( 667 )

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustment 11 — 11 —

Comprehensive income (loss) $ ( 692 ) $ 1,532 $ ( 1,187 ) $ ( 667 )

Weighted average number of shares outstanding – basic 18,785,596 18,510,834 18,773,638 18,490,931

Weighted average number of shares outstanding – diluted 18,785,596 19,015,496 18,773,638 18,490,931

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

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

Income (loss) per share – basic $ ( 0.04 ) $ 0.08 $ ( 0.06 ) $ ( 0.04 )

Income (loss) per share – diluted $ ( 0.04 ) $ 0.08 $ ( 0.06 ) $ ( 0.04 )

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

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2026

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

(in thousands, except share data, unaudited)

Common Stock Treasury Stock Additional

Capital Accumulated Other Comprehensive Income (Loss)

Capital Accumulated

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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 — — — — 976 — — 976

Restricted stock — — — — 1,232 — — 1,232

Issuance of common stock

For restricted stock units vested 67,761 — — — ( 45 ) — — ( 45 )

Foreign currency translation adjustment — — — — — 11 — 11

Net loss — — — — — — ( 703 ) ( 703 )

Balance June 30, 2026 20,574,233 $ 21 ( 1,741,397 ) $ ( 2 ) $ 211,486 $ 11 $ ( 80,434 ) $ 131,082

OPTIMIZERX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2025

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

(in thousands, except share data, unaudited)

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

Stock-based compensation expense

Options — — — — 573 — 573

Restricted stock — — — — 915 — 915

Issuance of common stock

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

Net income — — — — — 1,532 1,532

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

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

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(in thousands, unaudited)

For the Three Months Ended

For the Six Months Ended

OPERATING ACTIVITIES:

Net loss $ ( 1,198 ) $ ( 667 )

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

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

Depreciation and amortization 2,128 2,168

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Operating lease liabilities ( 2 ) 9

Taxes receivable and payable ( 119 ) ( 431 )

Deferred tax liabilities ( 184 ) ( 1,033 )

Taxes receivable and payable ( 1,576 ) ( 964 )

Deferred revenue 206 11

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

NET CASH PROVIDED BY OPERATING ACTIVITIES 8,144 8,425

INVESTING ACTIVITIES:

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Cash paid for employee withholding taxes related to the vesting of restricted stock units ( 63 ) ( 92 )

Proceeds from term loan, net of issuance costs 24,298 —

Repayment of long-term debt ( 31,603 ) ( 5,000 )

NET CASH USED IN FINANCING ACTIVITIES ( 7,368 ) ( 5,092 )

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

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 11 —

NET INCREASE IN CASH AND CASH EQUIVALENTS 731 3,205

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

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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.

The condensed consolidated financial statements for the three and six months ended June 30, 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 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.

In the opinion of management, all adjustments necessary to present fairly our financial position at June 30, 2026, and our results of operations and comprehensive income (loss), changes in stockholders’ equity for the three and six months ended June 30, 2026 and 2025, and cash flows for the six months ended June 30, 2026 and 2025, have been made.

Those adjustments consist of normal and recurring adjustments.

The condensed consolidated balance sheet as of December 31, 2025, has been derived from the audited consolidated balance sheet as of that date.

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

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

We operate a single reporting segment and, accordingly, use our consolidated net income (loss) as our measure of profit and loss.

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

The functional currencies of the Company’s foreign subsidiaries are the respective local currencies.

Assets and liabilities of foreign subsidiaries are translated into U.S.

dollars using period-end exchange rates, while expenses are translated using average exchange rates for the applicable period.

Resulting foreign currency translation adjustments are recognized in other comprehensive income (“OCI”) and accumulated within accumulated other comprehensive income (“AOCI”) in the condensed consolidated balance sheets.

Changes in the cumulative foreign currency translation adjustment are presented in the condensed consolidated statements of stockholders’ equity.

Foreign currency transaction gains and losses arising from transactions denominated in currencies other than an entity’s functional currency are recognized in other expense, net, in the condensed consolidated statements of operations and comprehensive income (loss).

Certain prior year amounts have been reclassified in our unaudited condensed consolidated financial statements and notes thereto to conform to current year presentation with no impact to net income in any period.

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.

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, 2025, as filed with the SEC on March 12, 2026.

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.

The results of operations for the three and six months ended June 30, 2026, are not necessarily indicative of the results to be expected for the full year.

Sales and Marketing

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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.

General and administrative expense also includes software costs to support our finance, legal and

OPTIMIZERX CORPORATION

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

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.

Segment Reporting

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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.

for all of our solutions, which primarily focus on all communications between our life sciences customers and 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.

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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 condensed consolidated statement of operations as consolidated net income (loss).

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

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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, 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.

The CODM also regularly reviews the condensed consolidated statements of operations and comprehensive income (loss) 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 the 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

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

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

OPTIMIZERX CORPORATION

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)

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.

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.

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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.

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

NOTE 2 – RECENTLY ISSUED ACCOUNTING 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) .

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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.

At June 30, 2026 and December 31, 2025, we recorded $ 8,831 and $ 8,659 , respectively, of money market funds at approximate fair value.

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 4 – GOODWILL AND INTANGIBLE ASSETS

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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)

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 and six months ended June 30, 2026 or 2025.

Intangible Assets

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

March 31, 2026

June 30, 2026

Amount Accumulated

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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.

The Company recorded impairment charges of $ 0 in the three and six months ended June 30, 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:

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

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)

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 and comprehensive income (loss).

The Company recorded amortization expense of $ 1,044 and $ 2,087 and $ 1,048 and $ 2,115 in the three and six months ended June 30, 2026 and 2025, respectively.

Expected future amortization expense of the intangible assets as of June 30, 2026 is as follows:

Year ended December 31,

2 unchanged sentences

Total $ 38,710

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 March 31, 2026 and December 31, 2025:

Long-term debt, net comprised of the following at June 30, 2026 and December 31, 2025:

2026 December 31,

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On October 11, 2023, the Company entered into a Financing Agreement (the “Financing Agreement”) which provided for a term loan (the “Term Loan”) of $ 40,000 , 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).

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

In connection with the Term Loan, the Company incurred issuance costs of $ 2,770 , which were capitalized and are being amortized to interest expense over the life of the Term Loan.

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

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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:

On May 7, 2026 (the “Closing Date”), the Company completed a debt refinancing and entered into a new credit agreement (the “Credit Agreement”) providing for senior secured credit facilities in an aggregate principal amount of $ 35,000 , consisting of (i) a $ 10,000 revolving credit facility (the “Revolving Facility”), which includes a $ 250 letter of credit subfacility and a swing line subfacility (with an initial swing line maximum amount of $ 0 ), and (ii) a $ 25,000 term loan facility (the “New Term Loan”), which was funded in a single advance on the Closing Date.

In addition, the Credit Agreement provides for an uncommitted incremental accordion feature of up to $ 25,000 of additional revolving and/or term loan commitments, subject to customary conditions, including a pro forma total net leverage ratio of no greater than 2.25 to 1.00 and a limit of three incremental increases during the term.

In connection with the New Term Loan, the

OPTIMIZERX CORPORATION

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NOTE 5 - LONG-TERM DEBT (CONTINUED)

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 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.

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 four years subsequent to March 31, 2026, are as follows:

As of March 31, 2026

Company incurred issuance costs of $ 702 , which were capitalized and are being amortized to interest expense over the life of the New Term Loan.

Amortization of debt issuance costs for the three and six months ended June 30, 2026 and 2025 was $ 277 and $ 635 and $ 437 and $ 611 , respectively.

The 2026 amortization amounts include a $ 232 write off of debt issuance costs related to the Term Loan.

The Revolving Facility and the New Term Loan mature on the earliest of (a) May 7, 2031, (b) the date of acceleration of the obligations following an event of default, and (c) the date of prepayment in full and termination of the commitments.

The Term Loan amortizes in quarterly principal installments of $ 313 , with the remaining outstanding principal balance due at maturity.

During the three and six months ended June 30, 2026 and 2025, the Company made total principal repayments of $ 28,911 and $ 31,603 and $ 4,500 and $ 5,000 , respectively.

The 2026 principal repayments included a $ 23,598 repayment of the outstanding Term Loan.

Loans under the Credit Agreement bear interest, at the Borrower’s election, at a rate per annum equal to either the Base Rate or Term Secured Overnight Financing Rate (“SOFR”) (the “Tranche Rate”), in each case plus an applicable margin determined by reference to a pricing grid based on the Company’s total net leverage ratio, ranging from 0.75 % to 1.50 % for Base Rate loans and from 1.75 % to 2.50 % for Term SOFR loans.

The Company is also required to pay (i) an unused line fee of 0.25 % per annum on the undrawn portion of the Revolving Facility, (ii) a letter of credit fronting fee of 0.125 % per annum, and (iii) a closing fee of $ 87.5 , which was fully paid on May 7, 2026.

Upon the occurrence and during the continuance of certain events of default, the applicable interest rate may be increased by 2.00 % per annum.

As of June 30, 2026, the New Term Loan bears interest at 5.9 %, with an effective interest rate of 6.5 % for the three months ended June 30, 2026, including the impact of amortization of debt issuance costs.

The obligations under the Credit Agreement are guaranteed by each direct and indirect subsidiary of the Company (other than excluded foreign subsidiaries and excluded domestic holding companies) and are secured by a first-priority security interest in substantially all personal property of the Borrower and the other Loan Parties and a pledge of the equity interests of their subsidiaries, with the pledge of voting stock of first-tier foreign subsidiaries and excluded domestic holding companies limited to 65 % to the extent a greater pledge would result in material adverse U.S.

federal income tax consequences.

The Credit Agreement contains customary affirmative and negative covenants, including limitations on indebtedness, liens, investments, acquisitions (subject to customary permitted acquisition conditions, including a pro forma total net leverage ratio of no greater than 2.50 to 1.00 and consideration not exceeding $ 5,000 per acquisition), asset dispositions, restricted payments, transactions with affiliates, mergers and prepayments of other indebtedness.

The Credit Agreement also requires the Company to maintain, tested quarterly, (i) a minimum fixed charge coverage ratio of 1.20 to 1.00 and (ii) a maximum total net leverage ratio of 2.75 to 1.00.

The Company was in compliance with its financial covenants as of June 30, 2026.

The Credit Agreement contains customary events of default, including non-payment, breach of covenants, cross-default to other material indebtedness in excess of a $ 1,500 threshold, bankruptcy and insolvency events, material judgments, certain ERISA events, a change of control, and the invalidity of any loan document or lien.

Upon the occurrence of an event of default, the Agent may, among other remedies, accelerate the obligations and exercise rights against the collateral.

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 5 - LONG-TERM DEBT (CONTINUED)

Payments due on the Term Loan in each of the next five years subsequent to June 30, 2026, are as follows:

As of June 30, 2026

2026 (remainder) $ 625

Thereafter 14,063

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 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

For the three and six months ended June 30, 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 and comprehensive income (loss):

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

2026 2025 2026 2025

Operating lease cost $ 62 $ 60 $ 122 $ 122

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(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 remainder of the current and next three fiscal years and thereafter:

As of June 30, 2026

2026 (remainder) $ 125

discount — 32

Total lease liabilities $ — $ 473

The weighted average remaining lease term at June 30, 2026 for the operating leases is 2.01 years, and the weighted average discount rate used in calculating the operating lease asset and liability is 6.53 %.

Cash paid for amounts included in the measurement of lease liabilities was $ 107 and $ 100 for the six months ended June 30, 2026 and 2025, respectively.

For the six months ended June 30, 2026 and 2025, payments on lease obligations were $ 123 and $ 114 , respectively, and amortization on the right of use assets was $ 122 and $ 122 , respectively.

OPTIMIZERX CORPORATION

1 unchanged sentence

(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 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.

The Company had 10,000,000 shares of preferred stock, $ 0.001 par value per share, authorized as of June 30, 2026.

No shares were issued or outstanding in the three and six months ended 2026 or 2025.

The Company had 166,666,667 shares of common stock, $ 0.001 par value per share, authorized as of June 30, 2026.

There were 18,832,836 and 18,759,589 shares of common stock outstanding, net of shares held in treasury of 1,741,397 and 1,741,397 at June 30, 2026 and December 31, 2025, respectively.

During each of the three and six months ended June 30, 2026, the Company issued no and 1,264 , shares of our common stock, respectively, and received no proceeds in connection with the exercise of options under our 2013 Incentive Plan (the “2013 Plan”) and our 2021 Equity Incentive Plan (the “2021 Plan”).

During the three and six months ended June 30, 2025, the Company issued no shares of our common stock and received no proceeds in connection with the exercise of options under our 2013 Plan and our 2021 Plan.

Some of the participants utilized a net exercise method, whereby the number of shares issued upon exercise was reduced to cover the aggregate exercise price and applicable tax withholding obligations.

Of the shares issued to participants during the six months ended June 30, 2026 and 2025, respectively, 3,310 and 0 shares, valued at $ 23 and $ 0 , were surrendered and subsequently cancelled.

The Company issued 76,239 and 82,573 shares of our common stock, respectively, in the three and six months ended June 30, 2026, in connection with the vesting of restricted stock units under our 2013 Plan and our 2021 Plan.

The Company issued 63,202 and 102,691 shares of our common stock, respectively, in the three and six months ended June 30, 2025, in connection with the vesting of restricted stock units under our 2013 Plan and our 2021 Plan.

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

Of the shares issued to participants during the six months ended June 30, 2026 and 2025, respectively, 10,590 and 14,552 shares, valued at $ 62 and $ 93 , were surrendered and subsequently cancelled.

Treasury Stock

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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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

During the three and six months ended June 30, 2026 and 2025, the Co mpany did not repurchase any of its outstanding shares of common stock .

NOTE 8 – STOCK-BASED COMPENSATION

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In connection with the adoption of a new 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.

There were no shares of common stock underlying options and no shares of common stock underlying restricted stock unit awards were outstanding at June 30, 2026.

At June 30, 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.

1 unchanged sentence

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.

On June 9, 2026, at the 2026 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 1,000,000 shares for a total of 5,450,000 shares.

OPTIMIZERX CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 8 – STOCK-BASED COMPENSATION (CONTINUED)

total of 2,111,555 shares of common stock underlying options and 782,419 shares of common stock underlying restricted stock unit awards were outstanding at June 30, 2026.

At June 30, 2026, 1,512,213 shares were available for grant under the 2021 Plan.

Stock Options

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.

The compensation cost that has been charged against income related to options for the three and six months ended June 30, 2026 and 2025 was $ 976 and $ 1,781 and $ 573 and $ 1,152 , respectively.

There is $ 4,918 of expense remaining to be recognized over a weighted average period of 2.00 years related to options outstanding at June 30, 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 total intrinsic value of outstanding options at June 30, 2026 was $ 486 .

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

During the three months ended June 30, 2026, the Company accelerated the recognition of $ 310 stock-based compensation expense related to previously granted options.

The underlying vesting schedule of these awards was unchanged.

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.

There was $ 0 and $ 0 in expense related to these options recorded during the three and six months ended June 30, 2026, respectively.

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

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

Restricted Stock Units

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 Company recognized compensation expense of $ 1,232 and $ 2,255 and $ 915 and $ 1,894 for the three and six months ended June 30, 2026 and 2025, respectively, related to restricted stock units.

A total of $ 5,147 remains to be recognized at June 30, 2026 over a weighted average period of 1.72 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 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.

During the three months ended June 30, 2026, the Company accelerated the recognition of $ 278 stock-based compensation expense related to previously granted restricted stock units.

The underlying vesting schedule of these awards was unchanged.

During the six months ended June 30, 2026 and 2025, certain participants utilized a net withhold settlement method, in which shares were surrendered to cover tax withholdings.

Of the shares issued to participants during the six months ended June 30, 2026 and 2025, respectively, 10,590 and 14,552 shares, valued at $ 62 and $ 93 , were surrendered and subsequently cancelled.

From time to time, the Company grants 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 $ 0 in expense related to these restricted stock units recorded during the three and six months ended June 30, 2026, respectively.

There was $ 8 and $ 16 in expense related to these restricted stock units recorded for the three and six months ended June 30, 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 Directors Compensation

Non-employee Director’s Compensation

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

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.

The Company granted 189,843 restricted stock units to the non-employee directors during the three and six months ended June 30, 2026.

The Company granted 49,340 restricted stock units to the non-employee directors during the three and six months ended June 30, 2025.

There was $ 217 and $ 401 and $ 163 and $ 336 included in the compensation expense discussed above related to director’s compensation for the three and six months ended June 30, 2026 and 2025, respectively.

NOTE 9 – REVENUES

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

OPTIMIZERX CORPORATION

1 unchanged sentence

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

NOTE 9 – REVENUES

We use a 5-step model to recognize revenue:

NOTE 9 – REVENUES (CONTINUED)

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.

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

For the year ended December 31, 2025 and during the first six 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.

9 unchanged sentences

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

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.

OPTIMIZERX CORPORATION

2 unchanged sentences

NOTE 9 – REVENUES (CONTINUED)

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.

amount of revenue recognized on a net basis was $ 8,088 and $ 6,325 for the six months ended June 30, 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 $ 669 and $ 503 as of March 31, 2026 and December 31, 2025, respectively.

Deferred revenue was $ 709 and $ 503 as of June 30, 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

The following is a summary of activity in the deferred revenue account for the three and six months ended June 30, 2026 and 2025, respectively:

Balance January 1 $ 503 $ 473

2 unchanged sentences

Balance March 31 $ 669 $ 511

Revenue recognized ( 2,108 ) ( 5,416 )

Amount collected 2,148 5,389

Balance June 30 $ 709 $ 484

Disaggregation of Revenue

2 unchanged sentences

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.

A breakdown is set forth in the table below.

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Revenue recognized over time $ 20,495 $ 29,168 $ 40,254 $ 50,950

10 unchanged sentences

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

The changes in the allowance for credit losses for the six months ended June 30, 2026 and 2025, were as follows:

OPTIMIZERX CORPORATION

2 unchanged sentences

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

2 unchanged sentences

Balance at March 31, $ 260 $ 335

Provision for credit losses — —

Write-offs — ( 75 )

Balance at June 30, $ 260 $ 260

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.

Included in accounts receivable are unbilled amounts of $ 3,920 and $ 3,943 at June 30, 2026 and December 31, 2025, respectively.

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

5 unchanged sentences

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

NOTE 10 – RELATED PARTY TRANSACTIONS

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

1 unchanged sentence

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 sheets as of March 31, 2026 and December 31, 2025.

That patent remains in patents rights on the condensed consolidated balance sheets as of June 30, 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 months ended March 31, 2026 and 2025, we recognized $ 153 and $ 242 , respectively, in revenue from contracts engaged with Eversana.

During the three and six months ended June 30, 2026 and 2025, we recognized $ 184 and $ 337 and $ 243 and $ 485 , respectively, in revenue from contracts engaged with Eversana.

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

9 unchanged sentences

Three Months Ended

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

Weighted average shares outstanding used in computing loss per share

June 30, Six Months Ended

2026 2025 2026 2025

Net income (loss) $ ( 703 ) $ 1,532 $ ( 1,198 ) $ ( 667 )

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

Basic 18,785,596 18,510,834 18,773,638 18,490,931

1 unchanged sentence

Diluted 18,785,596 19,015,496 18,773,638 18,490,931

Loss per share

Earnings (loss) per share

Basic $ ( 0.04 ) $ 0.08 $ ( 0.06 ) $ ( 0.04 )

Diluted $ ( 0.04 ) $ 0.08 $ ( 0.06 ) $ ( 0.04 )

The number of common shares potentially issuable upon the exercise of certain options and the vesting of certain restricted stock units that were excluded from the diluted loss per common share calculation are reflected in the table below.

The table below shows the number of common shares potentially issuable upon the exercise of certain options and the vesting of certain restricted stock units considered in the calculation of the diluted earnings (loss) per common share.

Potential common shares that were anti-dilutive were excluded from the diluted earnings (loss) per common share calculation.

Three Months Ended

June 30, Six Months Ended

Weighted average number of shares for the periods ended 2026 2025 2026 2025

6 unchanged sentences

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

As of 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.

As of June 30, 2026, the Company had commitments for future minimum payments of $ 27,444 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 $ 7,590 , $ 13,644 , $ 5,155 and $ 1,055 , respectively.

NOTE 12 – INCOME TAXES

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

1 unchanged sentence

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

NOTE 12 – INCOME TAXES (CONTINUED)

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.

NOTE 13 – INCOME TAXES

The Company reported a benefit from income taxes of $ 393 and $ 542 , respectively, for the three and six months ended June 30, 2026, representing an effective tax rate of 35.9 % and 31.1 %, respectively.

The effective tax rate for the three and six months ended June 30, 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.

In assessing the need for a valuation allowance in the Company's federal and state taxing jurisdictions, management concluded that a partial valuation allowance was appropriate as of June 30, 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.

The Company reported a provision for income taxes of $ 199 and a benefit from income taxes of $ 874 , respectively, for the three and six months ended June 30, 2025, representing an effective tax rate of 11.5 % and 56.7 %, respectively.

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

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 14 – SUBSEQUENT EVENTS

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.

Subsequent to quarter end, on July 9, 2026, the Company repaid approximately $ 3,000 of its New Term Loan, reducing the outstanding balance to $ 16,688 .

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