oprx-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2025

o 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)


Nevada						26-1265381
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)

260 Charles Street, Suite 302

Waltham, MA 02453

(Address of principal executive offices)

248-651-6568

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001

OPRX

Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 18,495,111 common shares as of May 6, 2025.


		Page

	PART I – FINANCIAL INFORMATION

Item 1:	Financial Statements (unaudited)	1
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4:	Controls and Procedures	24
	PART II — OTHER INFORMATION

Item 1:	Legal Proceedings	26
Item 1A:	Risk Factors	26
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3:	Defaults Upon Senior Securities	26
Item 4:	Mine Safety Disclosure	26
Item 5:	Other Information	26
Item 6:	Exhibits	27


2			Condensed Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024;
3			Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024 (unaudited);
4			Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2025 and 2024 (unaudited);
6			Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (unaudited);
7			Notes to Condensed Consolidated Financial Statements (unaudited).


	March 31, 2025		December 31, 2024
ASSETS	(unaudited)
Current assets
Cash and cash equivalents	$	16,573	$	13,380
Accounts receivable, net of allowance for credit losses of $335 at March 31, 2025 and December 31, 2024	32,720		38,212
Taxes receivable	113		—
Prepaid expenses and other	2,305		2,379
Total current assets	51,711		53,971
Property and equipment, net	150		150
Other assets
Goodwill	70,869		70,869
Patent rights, net	5,349		5,517
Technology assets, net	7,931		8,180
Tradename and customer relationships, net	31,226		31,819
Operating lease right of use assets	303		366
Security deposits and other assets	229		296
Total other assets	115,907		117,047
TOTAL ASSETS	$	167,768	$	171,168
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt	$	3,300	$	2,000
Accounts payable	3,381		2,156
Accrued expenses	9,277		8,486
Revenue share payable	1,743		5,053
Taxes payable	—		318
Current portion of lease liabilities	139		168
Deferred revenue	511		473
Total current liabilities	18,351		18,654
Non-current liabilities
Long-term debt, net	29,190		30,816
Lease liabilities, net of current portion	171		209
Deferred tax liabilities, net	3,786		4,491
Total liabilities	51,498		54,170
Commitments and contingencies (See Note 11)
Stockholders’ equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding at March 31, 2025 and December 31, 2024	—		—
Common stock, $0.001 par value, 166,666,667 shares authorized, 20,234,186 and 20,194,697 shares issued at March 31, 2025 and December 31, 2024, respectively	20		20
Treasury stock, $0.001 par value, 1,741,397 shares held at March 31, 2025 and December 31, 2024	(2)		(2)
Additional paid-in-capital	202,819		201,348
Accumulated deficit	(86,567)		(84,368)
Total stockholders’ equity	116,270		116,998
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	167,768	$	171,168


	For the Three Months Ended March 31,
	2025		2024

Net revenue	$	21,928	$	19,690
Cost of revenues, exclusive of depreciation and amortization presented separately below	8,584		7,486
Gross profit	13,344		12,204

Operating expenses
General and administrative expenses	14,364		16,166
Depreciation and amortization	1,094		1,067
Total operating expenses	15,458		17,233
Loss from operations	(2,114)		(5,029)
Other income (expense)
Interest expense	(1,297)		(1,546)
Other income	39		—
Interest income	88		20
Total other expense, net	(1,170)		(1,526)
Loss before provision for income taxes	(3,284)		(6,555)
Income tax benefit (expense)	1,085		(344)
Net loss	$	(2,199)	$	(6,899)
Weighted average number of shares outstanding – basic	18,470,808		18,170,108
Weighted average number of shares outstanding – diluted	18,470,808		18,170,108
Loss per share – basic	$	(0.12)	$	(0.38)
Loss per share – diluted	$	(0.12)	$	(0.38)


	Common Stock			Treasury Stock			Additional Paid in Capital		Accumulated Deficit		Total
	Shares	Amount		Shares	Amount

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

Stock based compensation expense
Options	—	—		—	—		579		—		579
Restricted stock	—	—		—	—		979		—		979
Issuance of common stock

For restricted stock units vested	39,489	—		—	—		(87)		—		(87)
Net loss	—	—		—	—		—		(2,199)		(2,199)

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


	March 31, 2025		December 31, 2024
Term loan, due in 2027	$	33,790	$	34,290
Less: current portion of long-term debt	(3,300)		(2,000)
Less: unamortized issuance costs	(1,300)		(1,474)
Long-term debt, net	$	29,190	$	30,816


As of March 31, 2025

2025 (remainder)	$	1,500
2026	2,000
2027	30,290
	$	33,790


	Three Months Ended March 31,
	2025		2024
Operating lease cost	$	62	$	62
Short-term lease cost	—		1
Total lease cost	$	62	$	63


	Three Months Ended March 31,
Weighted average number of shares for the periods ended	2025	2024
Options	—	22,522
Unvested restricted stock unit awards	108,204	83,237
Total	108,204	105,759


	Rolling Twelve Months Ended March 31,
	2025		2024
Average revenue per top 20 pharmaceutical manufacturer	$	2,960	$	2,592


	For the Three Months Ended March 31,
	2025		2024
OPERATING ACTIVITIES:
Net loss	$	(2,199)	$	(6,899)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	1,094		1,067
Stock-based compensation	1,558		3,024
Bad debt expense	—		132
Amortization of debt issuance costs	174		182
Changes in:
Accounts receivable	5,492		6,373
Prepaid expenses and other assets	74		800
Accounts payable	1,225		(562)
Revenue share payable	(3,310)		(2,692)
Accrued expenses and other liabilities	854		(362)
Taxes receivable and payable	(431)		323
Deferred tax liabilities	(705)		—
Deferred revenue	38		732
NET CASH PROVIDED BY OPERATING ACTIVITIES	3,864		2,118

INVESTING ACTIVITIES:
Purchase of property and equipment	(27)		(32)


Capitalized software development costs	(57)		(121)
NET CASH USED IN INVESTING ACTIVITIES	(84)		(153)

FINANCING ACTIVITIES:
Cash paid for employee withholding taxes related to the vesting of restricted stock units	(87)		(140)

Repayment of long-term debt	(500)		(500)
NET CASH USED IN FINANCING ACTIVITIES	(587)		(640)
NET INCREASE IN CASH AND CASH EQUIVALENTS	3,193		1,325
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	13,380		13,852
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	16,573	$	15,177

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	1,121	$	1,350
Cash paid for income taxes	$	—	$	21


	OptimizeRx Corporation
Date: May 13, 2025
	By:	/s/ Stephen Silvestro
		Stephen Silvestro
	Title:	Chief Executive Officer

	OptimizeRx Corporation
Date: May 13, 2025
	By:	/s/ Edward Stelmakh
		Edward Stelmakh
	Title:	Chief Financial Officer and Chief Operations Officer


	Three Months Ended March 31,
	2025				2024
Net revenue	$	21,928	100.0	%	$	19,690	100.0	%
Cost of revenues	8,584		39.1	%	7,486		38.0	%
Gross profit	13,344		60.9	%	12,204		62.0	%
Operating expenses	15,458		70.5	%	17,233		87.5	%
Loss from operations	(2,114)		(9.6)	%	(5,029)		(25.5)	%
Other expense	(1,170)		(5.3)	%	(1,526)		(7.8)	%
Loss before provision for income taxes	(3,284)		(15.0)	%	(6,555)		(33.3)	%
Income tax benefit (expense)	1,085		4.9	%	(344)		(1.7)	%
Net loss	$	(2,199)	(10.0)	%	$	(6,899)	(35.0)	%
* Balances and percentage of net revenue information may not add due to rounding


Exhibit Number						Description of Exhibit
10.1						Amended OptimizeRx Corporation Executive Severance Plan, dated March 7, 2025. Incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
10.2						Amendment No. 3 to Financing Agreement, dated February 5, 2025. Incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
10.3						Separation and Advisory Agreement executed as of January 3, 2025 by and between the Company and William J. Febbo. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 10, 2025.
10.4						Amended and Restated Employment Letter, dated as of March 7, 2025 by and between the Company and Stephen Silvestro Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 10, 2025.
31.1**						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2**						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**						Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS**						Inline XBRL Instance Document
101.SCH						Inline XBRL Taxonomy Extension Schema Document
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SEC Form 10-Q filed by OptimizeRx Corporation