UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | Nevada | 001-38543 | 26-1265381 | | --- | --- | --- | | (State or other jurisdiction | (Commission File Number) | (IRS Employer | | of incorporation) | | Identification No.) | ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 260 Charles Street, Suite 302, Waltham, MA 02453 (Address of principal executiv ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 260 Charles Street, Suite 302 Waltham, MA 02453 ☐ Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the t ...

Financial Data and Key Metrics Changes - Q3 2023 revenue reached $16.3 million, an 8% increase from $15.1 million in Q3 2022, marking a record third quarter for the company [5][21] - Gross margin decreased slightly from 62.4% in Q3 2022 to 60% in Q3 2023, attributed to solution and channel partner mix [21] - Net loss for Q3 2023 was $2.9 million, or $0.17 per share, compared to a net loss of $3.5 million in the same period in 2022 [22] - Adjusted EBITDA for Q3 2023 was $9.9 million, effectively flat year-over-year [22] - Operating cash flow was positive at $1.5 million for the quarter, with cash and short-term investments totaling $63.5 million as of September 30, 2023 [23] Business Line Data and Key Metrics Changes - The company reported 16 total RWD deals for the year, exceeding the original expectation of approximately 10 deals, indicating strong client adoption [6] - Average revenue for the top 20 pharmaceutical manufacturers was $2.1 million, with a net revenue retention rate improving to 93% from 89% in Q2 2023 [26][27] - Medicx, acquired for $95 million, is expected to enhance the company's revenue streams, particularly in patient marketing [24][15] Market Data and Key Metrics Changes - The company is experiencing a normalization of macro headwinds that had previously impacted the industry, leading to improved client engagement and investment [8][44] - The acquisition of Medicx is anticipated to expand the company's omnichannel reach beyond HCPs to patients, enhancing marketing capabilities [14][15] Company Strategy and Development Direction - The company is focused on enhancing its Dynamic Audience Activation Platform (DAAP) to integrate AI capabilities, improving pharmaceutical marketing solutions [10][11] - The acquisition of Medicx is seen as a strategic move to unlock value for customers and expand market opportunities, with expectations of significant revenue growth [19][120] - The company aims to maintain a strong focus on the top 20 pharmaceutical manufacturers while also exploring opportunities in the broader market [111] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the company's momentum heading into 2024, citing a positive response from clients and a strong renewal rate [8][12] - The company anticipates revenue for 2023 to be between $68 million and $70 million, with preliminary guidance for 2024 set at a minimum of $110 million [6][25] - Management noted that the recent enhancements and acquisitions position the company well to address challenges faced by clients in the healthcare system [118][120] Other Important Information - The company has completed over half of its planned cost reductions, with full benefits expected to be realized in 2024 [19][72] - The Medicx acquisition is expected to be accretive to earnings, contributing to revenue growth and profitability [120] Q&A Session All Questions and Answers Question: Can you share expected revenue contribution from Medicx for 2024? - Management indicated it is too early to provide specific figures but expressed confidence in the integration and growth potential [31][35] Question: What is the average size of new deals? - The average deal size remains in the $1 million to $2 million range, with expectations for growth as the company scales its offerings [36][37] Question: What drove the better-than-expected results in Q3? - The outperformance was attributed to the successful implementation of DAAP and increased client engagement [41][42] Question: How are clients responding to the competitive landscape? - Clients are returning after experimenting with other vendors, primarily due to the company's proven ROI and effective measurement capabilities [53][54] Question: How does the Medicx acquisition impact decision-making at the brand level? - The decision-making process involves both HCP and patient marketing leads, with the company now positioned to engage both sides effectively [60][70] Question: What is the expected impact of cost-cutting measures in 2024? - Cost reductions are expected to be fully realized in 2024, contributing to improved adjusted EBITDA margins [72]

PART I – FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201%3A%20Financial%20Statements) This section presents OptimizeRx Corporation's unaudited condensed consolidated financial statements as of June 30, 2023, highlighting decreases in cash and total assets, a slight revenue decline, and an increased net loss. [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2023, total assets decreased to $121.3 million from $134.7 million, driven by reduced cash, while liabilities and stockholders' equity also declined Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | June 30, 2023 (USD) | December 31, 2022 (USD) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $9,808,330 | $18,208,685 | | Total current assets | $85,074,023 | $98,576,635 | | Total Assets | $121,324,874 | $134,651,185 | | **Liabilities & Equity** | | | | Total current liabilities | $5,509,715 | $8,395,876 | | Total Liabilities | $5,509,715 | $8,540,408 | | Total Stockholders' Equity | $115,815,159 | $126,110,777 | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three and six months ended June 30, 2023, net revenues slightly decreased, leading to a widened net loss of $4.2 million for the quarter and $10.6 million for the six-month period Statement of Operations Summary (Unaudited) | Metric | Q2 2023 (USD) | Q2 2022 (USD) | H1 2023 (USD) | H1 2022 (USD) | | :--- | :--- | :--- | :--- | :--- | | Net Revenue | $13,818,166 | $13,978,665 | $26,821,076 | $27,710,195 | | Gross Profit | $7,825,021 | $8,989,949 | $15,258,310 | $17,091,621 | | Loss from Operations | ($4,881,868) | ($3,908,530) | ($11,945,054) | ($7,669,632) | | Net Loss | ($4,161,449) | ($3,884,714) | ($10,559,163) | ($7,645,812) | | Loss Per Share (diluted) | ($0.24) | ($0.21) | ($0.62) | ($0.42) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2023, operating activities used $2.5 million in cash, a reversal from the prior year, with overall cash and equivalents decreasing by $8.4 million due to financing activities Cash Flow Summary for the Six Months Ended June 30 (Unaudited) | Activity | 2023 (USD) | 2022 (USD) | | :--- | :--- | :--- | | Net Cash (Used in) / Provided by Operating Activities | ($2,454,489) | $4,388,372 | | Net Cash Provided by / (Used in) Investing Activities | $1,674,215 | ($2,186,592) | | Net Cash (Used in) / Provided by Financing Activities | ($7,620,081) | $509,420 | | **Net (Decrease) / Increase in Cash** | **($8,400,355)** | **$2,711,200** | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes detail the company's digital health platform business, revenue recognition policies, a $15 million share repurchase program, and $7.9 million in stock-based compensation for the first half of 2023 - The company is a digital health technology company connecting life sciences organizations, healthcare providers, and patients, with a network reaching over **60% of U.S. healthcare providers**[21](index=21&type=chunk) - The majority of revenue is recognized over time as solutions are provided. For the six months ended June 30, 2023, **$25.6 million was recognized over time**, while **$1.2 million was recognized at a point in time**[32](index=32&type=chunk)[33](index=33&type=chunk) - In March 2023, the Board authorized a new share repurchase program for up to **$15 million**. During Q2 2023, **526,999 shares were repurchased for $7.5 million**[46](index=46&type=chunk) - Stock-based compensation expense for the six months ended June 30, 2023, was **$7.9 million** (**$3.1 million for options**, **$4.8 million for RSUs**)[48](index=48&type=chunk)[50](index=50&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%202%3A%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses a 3% revenue decrease for H1 2023, attributing it to non-core business shortfalls and macroeconomic pressures, leading to a gross margin decline and increased operating expenses, despite strong liquidity [Overview](index=18&type=section&id=Overview) The company operates a digital health technology platform, employing a "land and expand" strategy and leveraging AI, while facing revenue concentration risk with approximately 100 pharmaceutical clients - The company employs a **'land and expand' strategy**, focusing on growing its existing client base and shifting towards enterprise-level engagements[73](index=73&type=chunk) - Management is focused on optimizing its solution portfolio and leveraging its **AI-powered real-world data solution** to derive additional revenue[73](index=73&type=chunk) - Revenue is concentrated among approximately **100 pharmaceutical companies**, making the loss of a large customer a significant risk[74](index=74&type=chunk) [Key Performance Indicators](index=19&type=section&id=Key%20Performance%20Indicators) Key performance indicators for the twelve months ending June 30, 2023, showed declines in net revenue retention to 89% and average revenue per top 20 pharma manufacturer, attributed to macroeconomic factors Key Performance Indicators (Rolling Twelve Months Ended June 30) | Indicator | 2023 | 2022 | | :--- | :--- | :--- | | Average revenue per top 20 pharma manufacturer (USD) | $1,972,308 | $2,452,836 | | Percent of top 20 pharma manufacturers that are customers (%) | 90% | 90% | | Percent of total revenue from top 20 pharma manufacturers (%) | 58% | 69% | | Net revenue retention (%) | 89% | 113% | | Revenue per average full-time employee (USD) | $559,646 | $661,319 | - The decline in KPIs such as net revenue retention and average revenue per top manufacturer is attributed to macroeconomic factors that slowed customer spending and prolonged sales cycles[79](index=79&type=chunk)[82](index=82&type=chunk) [Results of Operations](index=21&type=section&id=Results%20of%20Operations) For the six months ended June 30, 2023, net revenue decreased 3% to $26.8 million, gross margin fell due to increased cost of revenues, and operating expenses rose 10%, widening the net loss to $10.6 million Results of Operations for the Six Months Ended June 30 | Metric | 2023 (USD) | 2022 (USD) | | :--- | :--- | :--- | | Net Revenue | $26,821,076 | $27,710,195 | | Gross Profit | $15,258,310 | $17,091,621 | | Gross Margin % | 56.9% | 61.7% | | Total Operating Expenses | $27,203,364 | $24,761,253 | | Net Loss | ($10,559,163) | ($7,645,812) | - The decrease in revenue was primarily due to a shortfall in certain non-core business lines and longer than expected medical, legal, and regulatory reviews, pushing revenue into the second half of the year[87](index=87&type=chunk) - The increase in cost of revenue as a percentage of revenue was a result of solution and channel mix, with a decrease in activity flowing through lower-cost channels[88](index=88&type=chunk)[89](index=89&type=chunk) - The increase in operating expenses was mostly due to a rise in other general and administrative expenses, resulting from an increase in headcount and other investments to support growth initiatives[92](index=92&type=chunk) [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2023, the company had $79.6 million in working capital, but experienced a $2.5 million net cash outflow from operations, primarily due to net loss and stock repurchases - As of June 30, 2023, the company had working capital of approximately **$79.6 million** and a current ratio of **15.4 to 1**[94](index=94&type=chunk) - Net cash used in operating activities was **$2.5 million** for H1 2023, compared to **$4.4 million provided in H1 2022**[96](index=96&type=chunk) - Cash used for financing activities was **$7.6 million**, mostly related to a **$7.5 million stock repurchase program**[98](index=98&type=chunk) - The company has commitments for future minimum payments of **$13.3 million** related to revenue sharing agreements, which will be reflected in cost of revenues from 2023 through 2025[102](index=102&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=24&type=section&id=Item%203%3A%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is noted as not applicable - Not applicable[103](index=103&type=chunk) [Controls and Procedures](index=24&type=section&id=Item%204%3A%20Controls%20and%20Procedures) Management concluded that as of June 30, 2023, disclosure controls and procedures were not effective due to a material weakness in internal controls over financial reporting, for which a remediation plan is underway - Management concluded that as of the end of the reporting period, disclosure controls and procedures were **not effective** at a reasonable assurance level[105](index=105&type=chunk) - The ineffectiveness is due to a **material weakness in internal controls over financial reporting** disclosed in the 2022 Annual Report on Form 10-K[105](index=105&type=chunk) - A remediation plan is underway, which involves requiring **SOC-1, Type 2 reports** from third-party service organizations or conducting direct evaluations of their controls[107](index=107&type=chunk)[110](index=110&type=chunk) PART II — OTHER INFORMATION [Legal Proceedings](index=26&type=section&id=Item%201%3A%20Legal%20Proceedings) The company reports that it is not currently a party to any material pending legal proceedings - The company is **not a party to any material pending legal proceeding**[112](index=112&type=chunk) [Risk Factors](index=26&type=section&id=Item%201A%3A%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2022 - There have been **no material changes in risk factors** from those reported in the Annual Report on Form 10-K for the year ended December 31, 2022[113](index=113&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=26&type=section&id=Item%202%3A%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the company's stock repurchase activity, including the March 2023 authorization of a $15 million program and the repurchase of 526,000 shares for $7.5 million in Q2 2023 - On March 14, 2023, the Board of Directors authorized the repurchase of up to **$15 million** of the Company's outstanding common stock, expiring March 12, 2024[114](index=114&type=chunk) Issuer Purchases of Equity Securities (Q2 2023) | Period | Total Number of Shares Purchased | Average Price Paid per Share (USD) | Maximum Dollar Value Remaining for Purchase (USD) | | :--- | :--- | :--- | :--- | | 4/1/23 - 4/30/23 | — | $— | $15,000,000 | | 5/1/23 - 5/31/23 | 132,000 | $13.15 | $13,267,253 | | 6/1/23 - 6/30/23 | 394,000 | $14.65 | $7,488,116 | [Exhibits](index=27&type=section&id=Item%206%3A%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including CEO and CFO certifications and Inline XBRL data files - Exhibits filed include **CEO/CFO certifications** pursuant to Sarbanes-Oxley Act Sections 302 and 906, and **Inline XBRL documents**[117](index=117&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 ☐ Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from __________ to __________ Commission File Number: 001-38543 OptimizeRx Corporation (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to ________ Commission file number: 001-38543 OptimizeRx Corporation | (Exact name of registrant as specified in its charter) | | | --- | --- | | Nevada | 26-1265381 | | (State or ...

Financial Data and Key Metrics Changes - The reported revenue for Q4 2022 was $19.7 million, a decrease of 3% from $20.3 million in the same period in 2021 [33] - The company expects a revenue increase of at least 10% year-over-year for the full year of 2023, with Q1 revenue guidance between $11.5 million and $13 million [13][49] - Gross margin for Q4 increased from 61% to 63%, with full-year 2023 gross margin guidance between 58% and 62% [8][33] Business Line Data and Key Metrics Changes - The average revenue for the top 20 pharmaceutical manufacturers declined nearly 14% year-over-year to $2.1 million due to extended deal closing timelines and higher turnover rates [13] - The net revenue retention rate declined to 90% due to macroeconomic factors impacting client programs [14] Market Data and Key Metrics Changes - The company reported a net loss of $325,000 in Q4 2022 compared to a net income of approximately $623,000 in Q4 2021 [10] - Cash flow from operations was $10.7 million for 2022, with $2.8 million generated in Q4 [11] Company Strategy and Development Direction - The company is following a land-and-expand strategy, focusing on delivering superior ROI, which remains above a 10:1 ratio [7] - The company aims to capture a greater portion of the available industry white space over the next three to five years, with total industry digital spend exceeding $10 billion [24][25] - The strategic positioning is expected to yield significant dividends over the next three to five years, with revenue projected to increase to multiples of current levels [31] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the backlog being stronger than in previous years, indicating a potential for at least 10% growth [19][20] - The competitive landscape is crowded, but the company believes it has a unique data set and strong client response due to its integrated solutions [22][26] - Management acknowledged macroeconomic headwinds but noted positive trends since mid-2022, taking a conservative approach to guidance [49][52] Other Important Information - The company repurchased 1.2 million shares at an average price of $16.49, reducing total outstanding shares by nearly 7% [12] - Operating expenses increased to approximately $13.3 million in Q4 2022, primarily due to stock-based compensation and the EvinceMed acquisition [9][34] Q&A Session Summary Question: What is the revenue outlook for the year? - Management expects a drop in revenue of about 11% year-over-year in Q1 but anticipates 10% growth for the full year, with a stronger backlog [1][19] Question: How much of the growth is contracted versus needing to be won? - Typically, the company has 40% to 60% visibility for the rest of the year, which supports the 10% growth target [3] Question: What are the impacts of competition on specific products? - The competitive environment has increased, elongating the sales cycle, but the company believes its unique offerings will prevail [5][21] Question: What is the management's view on pharma's engagement with digital solutions? - There is a positive trend in pharma's engagement with digital solutions, with a focus on ROI and the need for effective communication with healthcare providers [39][42] Question: What are the expectations for the RWE pipeline? - The RWE pipeline contains several dozen deals, primarily from existing clients looking to upgrade, indicating a robust growth opportunity [69][70]

Technology Solutions For Life Sciences at the Point-of-Care Corporate Presentation Physician Awareness Digital Therapy Initiation Patient Adherence Our Mission At OptimizeRx ― we are building a more informed and empowered healthcare community by developing new technology solutions that help people start and stay on life-impacting therapies. Growth Leaders | Growth Drivers EXPERIENCE 20+ Leading Health Services and Financial Businesses `) Med Panel Will Febbo Chief Executive Officer Ed Stelmakh Chief Financi ...

Financial Data and Key Metrics Changes - Reported revenue for Q3 2022 was $15.1 million, a decrease of 6% from $16.1 million in Q3 2021, attributed to macro factors [17] - Gross margin increased from 56.3% in the previous year to 62.4% in Q3 2022 due to a favorable solution and network partner mix [17] - Operating expenses rose to approximately $13.2 million in Q3 2022 from about $9 million in the same period last year, primarily due to team expansion and the acquisition of EvinceMed [19] - GAAP net loss was $3.5 million in Q3 2022 compared to a net income of $0.04 million in Q3 2021; non-GAAP net income was approximately $1.3 million or $0.07 per share [20] - Cash, cash equivalents, and short-term investments totaled $78.8 million as of September 30, 2022, down from $87.4 million as of June 30, 2022, due to share buybacks [21] Business Line Data and Key Metrics Changes - The average revenue for top 20 pharmaceutical manufacturers decreased to $2.2 million at the end of Q3 2022 from $2.5 million in the previous year, influenced by delays in contract renewals [23] - Net revenue retention for Q3 2022 was 96%, a reduction compared to Q2 2022, driven by lower revenue growth [24] Market Data and Key Metrics Changes - The company is experiencing a shift in pharma manufacturers reallocating commercial spend towards omnichannel digital solutions, which is expected to capture a significant share of the market [10][15] - The company anticipates having at least six real-world evidence (RWE) deals running in the first half of 2023, which could contribute to over 20% top-line growth [11] Company Strategy and Development Direction - The company is focused on expanding its RWE solutions, which are seen as a significant growth driver aligned with digital trends in the life sciences industry [10][15] - The management emphasizes the importance of innovative partnerships and omni-channel strategies to enhance client relationships and improve gross margins [31] - The company aims to capture a larger market share as pharma spends shift from traditional methods to digital solutions, positioning itself for strong profitable growth [15] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism that macro headwinds will subside in 2023, with improvements in FDA drug approvals and employee turnover rates in the life sciences industry [6] - The company is confident in its ability to grow revenue and expand its partner network without needing additional capital for operating purposes [22] - Management highlighted the importance of maintaining a strong balance sheet and cash flow to support future growth opportunities [22] Other Important Information - The company has initiated a $20 million share repurchase program, having bought back 693,000 shares for $12.2 million at an average price of $17.66 [21] - The company continues to strengthen its channel network, recently renewing its exclusive partnership with NewCrop, enhancing its e-prescribing capabilities [14] Q&A Session Summary Question: Update on channel partners and gross margin - Management noted that channel partnerships are crucial, with a focus on innovative solutions that enhance client relationships and improve gross margins [31] Question: Confidence in Q4 guidance and seasonality - Management expressed a 95% confidence level in achieving the midpoint of the guidance, noting typical seasonal ramp-up in Q4 [33] Question: Details on RWE contracts and contributions to 2023 - Management confirmed that the new RWE contracts are multimillion-dollar deals, contributing positively to gross margins and revenue predictability [40] Question: Competitive landscape and market dynamics - Management indicated that smaller competitors are struggling to deliver on promises, leading to increased client interest in their solutions [42] Question: Retention rates and future expectations - Management believes retention rates are nearing the bottom and expects recovery as new contracts come online [53] Question: Revenue contribution from RWE and contract economics - Management clarified that RWE contracts can range from $0.5 million to $1.5 million in setup fees, transitioning to higher CPM distributions [60] Question: Guidance for Q4 and factors affecting it - Management attributed the wide guidance range to ongoing headwinds and the potential for client buy-ups [65]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ☐ Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 FORM 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 For the transition period from __________ to __________ Commission File Number: 001-38543 OptimizeRx Corporation (Exact name of registrant as specified in its charter) Nevada 26-1265381 (State or other jurisdi ...