Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 01, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | OptimizeRx Corp | ||
Entity Central Index Key | 1,448,431 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 22,330,191 | ||
Entity Common Stock, Shares Outstanding | 29,718,867 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 7,034,647 | $ 8,207,565 |
Accounts receivable | 3,060,396 | 2,847,450 |
Prepaid expenses | 80,820 | 70,623 |
Total Current Assets | 10,175,863 | 11,125,638 |
Property and equipment, net | 173,649 | 10,239 |
Other Assets | ||
Patent rights, net | 772,394 | 832,884 |
Web development costs, net | 351,804 | 340,470 |
Security deposit | 5,049 | 5,049 |
Total Other Assets | 1,129,247 | 1,178,403 |
TOTAL ASSETS | 11,478,759 | 12,314,280 |
Current Liabilities | ||
Accounts payable - trade | 369,214 | 212,191 |
Accounts payable - related party | 570,000 | |
Accrued expenses | 288,268 | 6,983 |
Revenue share payable | 2,622,517 | 2,355,608 |
Deferred revenue | 386,581 | 227,002 |
Total Liabilities | 3,666,580 | 3,371,784 |
Stockholders' Equity | ||
Preferred stock, $.001 par value, 10,000,000 shares authorized, no issued and outstanding at December 31, 2016 and 2015, | ||
Common stock, $.001 par value, 500,000,000 shares authorized, 29,718,867 and 29,030,925 shares issued and outstanding at December 31, 2016 and 2015, respectively | 29,719 | 29,031 |
Stock warrants | 2,294,416 | 2,329,508 |
Additional paid-in-capital | 33,747,137 | 32,185,499 |
Stock Payable | 1,132,148 | |
Deferred stock compensation | (13,800) | |
Accumulated deficit | (28,259,093) | (26,719,890) |
Total Stockholders' Equity | 7,812,179 | 8,942,496 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 11,478,759 | $ 12,314,280 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 29,718,867 | 29,030,925 |
Common stock, shares outstanding | 29,718,867 | 29,030,925 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
NET REVENUE | $ 7,751,462 | $ 7,220,678 |
REVENUE SHARE EXPENSE | 3,411,396 | 3,622,203 |
GROSS MARGIN | 4,340,066 | 3,598,475 |
Operating expenses | ||
Stock-based compensation | 559,301 | 581,106 |
Depreciation and amortization | 235,284 | 333,950 |
Lawsuit settlement | 50,000 | |
Other operating expenses | 5,076,993 | 3,280,826 |
Total Operating expenses | 5,921,578 | 4,195,882 |
LOSS FROM OPERATIONS | (1,581,512) | (597,407) |
OTHER INCOME | ||
Interest income | 42,309 | 2,267 |
Interest expense | ||
TOTAL OTHER INCOME | 42,309 | 2,267 |
LOSS BEFORE PROVISION FOR INCOME TAXES | (1,539,203) | (595,140) |
PROVISION FOR INCOME TAXES | ||
NET LOSS | $ (1,539,203) | $ (595,140) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC | 29,707,918 | 24,562,438 |
NET LOSS PER SHARE: BASIC (no separate per share amount shown for diluted because loss is antidilutive) | $ (0.05) | $ (0.02) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Total | Preferred Stock | Common Stock | Stock Warrants | Additional Paid-in Capital | Stock Payable | Deferred Stock Compensation | Accumulated Deficit |
Balance at Dec. 31, 2014 | $ 4,610,084 | $ 0 | $ 22,867 | $ 2,153,295 | $ 27,595,609 | $ 963,083 | $ 0 | $ (26,124,750) |
Balance, shares at Dec. 31, 2014 | 0 | 22,867,319 | ||||||
Issuance of stock options to employees | 253,358 | 253,358 | ||||||
Issuance of common stock: for services | 60,125 | $ 153 | 172,310 | (14,688) | (97,650) | |||
Issuance of common stock: for services, shares | 152,500 | |||||||
Issuance of common stock: for cash | 4,346,446 | $ 6,011 | 176,213 | 4,164,222 | ||||
Issuance of common stock: for cash shares | 6,011,106 | |||||||
Issue stock rights to officers | 183,773 | 183,773 | ||||||
Expense consulting services | 83,850 | 83,850 | ||||||
Net loss for the year | (595,140) | (595,140) | ||||||
Balance at Dec. 31, 2015 | 8,942,496 | $ 0 | $ 29,031 | 2,329,508 | 32,185,499 | 1,132,168 | (13,800) | (26,719,890) |
Balance, shares at Dec. 31, 2015 | 0 | 29,030,925 | ||||||
Issuance of stock options to employees | 384,126 | 384,126 | ||||||
Issuance of common stock: for services | 51,375 | $ 50 | 51,325 | |||||
Issuance of common stock: for services, shares | 50,000 | |||||||
Issuance of common stock: for cash | 449,500 | $ 384 | 449,116 | |||||
Issuance of common stock: for cash shares | 384,188 | |||||||
Issuance of common stock: for options | 0 | $ 104 | (104) | |||||
Issuance of common stock: for options, shares | 103,754 | |||||||
Issuance of common stock: for litigation settlement | 110,000 | $ 100 | 109,900 | |||||
Issuance of common stock: for litigation settlement, shares | 100,000 | |||||||
Issue shares for stock payable | 0 | $ 50 | 94,450 | (94,500) | ||||
Issue shares for stock payable, shares | 50,000 | |||||||
Shares payable redeemed for cash | (599,915) | 437,733 | (1,037,648) | |||||
Expiration of Warrants | 0 | (35,092) | 35,092 | |||||
Expense consulting services | 13,800 | 13,800 | ||||||
Net loss for the year | (1,539,203) | (1,539,203) | ||||||
Balance at Dec. 31, 2016 | $ 7,812,179 | $ 0 | $ 29,719 | $ 2,294,416 | $ 33,747,137 | $ 0 | $ 0 | $ (28,259,093) |
Balance, shares at Dec. 31, 2016 | 0 | 29,718,867 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss for the period | $ (1,539,203) | $ (595,140) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 235,284 | 333,950 |
Loss on disposal of assets | 0 | 31,731 |
Stock options issued for services | 384,126 | 253,358 |
Stock-based compensation | 175,175 | 327,748 |
Changes in: | ||
Accounts receivable | (212,946) | (747,069) |
Prepaid expenses | (10,197) | (42,530) |
Accounts payable | (205,977) | 11,819 |
Revenue share payable | 266,909 | 852,847 |
Accrued expenses | 281,285 | (18,476) |
Deferred revenue | 159,579 | 106,872 |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | (465,965) | 515,110 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (178,434) | (2,046) |
Patent rights | (7,268) | (1,519) |
Web development costs | (163,836) | (97,399) |
NET CASH USED IN INVESTING ACTIVITIES | (349,538) | (100,964) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 449,500 | 4,346,446 |
Redemption of common and preferred stock | (806,915) | 0 |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | (357,415) | 4,346,446 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (1,172,918) | 4,760,592 |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 8,207,565 | 3,446,973 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 7,034,647 | 8,207,565 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued for future services | $ 0 | $ 0 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2016 | |
Nature of Business [Abstract] | |
NATURE OF BUSINESS | NOTE 1 – NATURE OF BUSINESS OptimizeRx Corporation is a technology solutions company serving the healthcare industry by aggregating pharma services for the electronic health records (“EHR”) industry. Our objective is to bring better solutions to better healthcare outcomes through connecting patients, physicians and pharmaceutical manufacturers through technology. We are a technology solutions provider with a direct to physician solution through our EHR partners. Our platform allows physicians to search, print and send available sample trial vouchers and/or co-pay coupons on behalf of their patients. Our solution is integrated into the physician’s ePrescribing or EHR applications, but can also be a stand-alone desktop application. OptimizeRx solutions provide pharmaceutical manufacturers a direct to physician channel for communicating and promoting their products. It allows healthcare providers a means to provide sampling and coupons without having to physically store samples on site, and it provides better access and affordability to patients. The company was originally formed as Optimizer Systems, LLC in the State of Michigan on January 31, 2006. It converted its form to a corporation on October 22, 2007 and changed its name to OptimizeRx Corporation. On April 14, 2008, RFID, Ltd., a Colorado corporation, consummated a reverse merger by entering into a share exchange agreement with the stockholders of OptimizeRx Corporation, pursuant to which the stockholders of OptimizeRx Corporation exchanged all of the issued and outstanding capital stock of OptimizeRx Corporation for 1,256,958 shares of common stock of RFID, Ltd., representing 100% of the outstanding capital stock of RFID, Ltd. As of April 30, 2008, RFID’s officers and directors resigned their positions and RFID changed its business to OptimizeRx’s business. On April 15, 2008, RFID, Ltd.’s corporate name was changed to OptimizeRx Corporation. On September 4, 2008, a migratory merger was completed, thereby changing the state of incorporation from Colorado to Nevada, resulting in the current corporate structure, in which OptimizeRx Corporation, a Nevada corporation, is the parent corporation, and OptimizeRx Corporation, a Michigan corporation, is its wholly-owned subsidiary (together, "OptimizeRx" and "the Company"). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. Accounting Basis The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a December 31 fiscal year-end. Principles of Consolidation The financial statements reflect the consolidated results of OptimizeRx Corporation (a Nevada corporation) and its wholly owned subsidiary, OptimizeRx Corporation (a Michigan corporation). All material inter-company transactions have been eliminated in the consolidation. Cash and Cash Equivalents For purposes of the accompanying financial statements, the Company considers all highly liquid instruments with an initial maturity of three months or less to be cash equivalents. Fair Value of Financial Instruments The fair value of cash, accounts receivable, prepaid expenses, accounts payable, accounts payable – related party, accrued expenses and deferred revenue approximates the carrying amount of these financial instruments due to their short-term nature. Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk. In addition to defining fair value, the disclosure requirements around fair value establish a fair value hierarchy for valuation inputs, which is expanded. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 – inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. Level 2 – inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. The Company’s stock options and warrants are valued using level 3 inputs. The carrying value of the Company’s financial assets and liabilities, which consist of cash, accounts receivable, prepaid expenses, patent rights, web development costs, accounts payable, accounts payable – related party, accrued expenses and deferred revenue, are valued using level 1 inputs. The Company believes that the recorded values approximate their fair value due to the short maturity of such instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are reported at realizable value, net of allowances for doubtful accounts, which is estimated and recorded in the period the related revenue is recorded. The Company has a standardized approach to estimate and review the collectability of its receivables based on a number of factors, including the period they have been outstanding. Historical collection and payer reimbursement experience is an integral part of the estimation process related to allowances for doubtful accounts. In addition, the Company regularly assesses the state of its billing operations in order to identify issues, which may impact the collectability of these receivables or reserve estimates. Because the Company’s customers are primarily large well-capitalized companies, historically there has been very little bad debt expense. Bad debt expense was $0 for each of the years ended December 31, 2016 and 2015. The allowance for doubtful accounts was $0 as of both December 31, 2016 and 2015. Property and Equipment Capital assets are being depreciated over their estimated useful lives of three to seven years using the straight-line method of depreciation for book purposes. Revenue Recognition and Revenue Share Expense Revenue is recognized when it is earned. Revenues are primarily generated from our content delivery activities in which we deliver financial messaging through a distribution network of ePrescribers and Electronic Health Record technology providers (channel partners), or from reselling services that complement our business for other of our partners. We recognize setup fees that are required for integrating client offerings and campaigns into our rule-based content delivery system and network upon completion of the setup when the client’s campaign is ready to launch within our system. As the messaging is distributed through our platform and network of channel partners (a transaction), these transactions are recorded and revenue is recognized at the time of distribution. Revenue for transactions can be realized based on a price per distribution, a price per redemption, or as a flat fee over a period of time, depending on the client contract. Additionally, the Company also recognizes revenue for providing program performance reporting and maintenance, either by the Company directly delivering reports or by providing access to its online reporting portal that the client can utilize. These fees are charged monthly and recognized as recurring monthly revenue. In some instances, we also resell products and or services that are available through our channel partners on a commission basis, and that are complementary to our core business and client base. In these instances, net revenue is recognized based on the commission based revenue split that the Company receives. In instances where we resell services and have all financial risk and significant operation input and risk, we record the revenue gross. Based on the volume of transactions that are delivered through our channel partner network, we provide a revenue share to compensate the partner for their promotion of the campaign. Revenue shares are a negotiated percentage of the transaction fees and can also be specific to special considerations and campaigns. In addition, we pay revenue share to ConnectiveRx (formerly LDM/PDR) as a result of a 2014 legal settlement in an amount equal to the greater of 10% of financial messaging distribution revenues generated or $0.37 per financial message distributed. The contractual amount due to our channel partners is recorded as an expense at the time the eCoupon is distributed. Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions have been made in determining the carrying value of assets, depreciable and amortizable lives of tangible and intangible assets, the carrying value of liabilities, the amount of revenue to be billed, and the timing of revenue recognition and related revenue share expenses. Actual results could differ from these estimates. Concentration of Credit Risks The Company maintains its cash and cash equivalents in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts; however, amounts in excess of the federally insured limit may be at risk if the bank experiences financial difficulties. Research and Development The Company expenses research and development expenses as incurred. Our research efforts are focused on understanding the market dynamics that have the potential to affect the business and increase revenue in both the short and long term. Our primary goal is to increase revenue by helping patients better afford and access the medicines their doctors prescribe, as well as other healthcare products and services they need. Based on this, the Company continually seeks ways to improve its technology to enhance user experiences, and to develop new services and solutions for its customers. Share-based Payments The Company uses the fair value method to account for stock-based compensation. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. The fair value of each award is estimated on the date of each grant. For restricted stock, the fair market value is based on the market value of the stock granted on the date of the grant. For options, it is estimated using the Black=Scholes option pricing model that uses the assumptions noted in the following table. Estimated volatilities are based on the historical volatility of the Company’s stock over the same period as the expected term of the options. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The Company uses historical data to estimate option exercise behavior and to determine this term. The risk free rate used is based on the U.S. Treasury yield curve in effect at the time of the grant using a time period equal to the expected option term. The Company has never paid dividends and does not expect to pay any dividends in the future. 2016 2015 Expected dividend yield 0 % 0 % Risk free interest rate 0.86%-1.15 % 0.24%-0.93 % Expected option term 4.5 years 2.5 - 3.5 years Turnover/forfeiture rate 0 % 0 % Expected volatility 91% - 99 % 67% - 85 % The Black-Scholes option valuation model and other existing models were developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. These option valuation models require the input of, and are highly sensitive to, subjective assumptions including the expected stock price volatility. OptimizeRx’s stock options have characteristics significantly different from those of traded options, and changes in the subjective input assumptions could materially affect the fair value estimate. Loss Per Common and Common Equivalent Share The computation of basic earnings per common share is computed using the weighted average number of common shares outstanding during the year. The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the year plus common stock equivalents, which would arise from the exercise of warrants outstanding using the treasury stock method and the average market price per share during the year. Options, warrants and convertible preferred stock have not been included in the diluted earnings per share calculation for either year since their effect is anti-dilutive in all years presented. Impairment of Long-Lived Assets The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. Recently Issued Accounting Guidance The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow. |
Prepaid Expenses
Prepaid Expenses | 12 Months Ended |
Dec. 31, 2016 | |
Prepaid Expenses [Abstract] | |
PREPAID EXPENSES | NOTE 3 – PREPAID EXPENSES Prepaid expenses consisted of the following as of December 31, 2016 and 2015: 2016 2015 Insurance $ 43,608 $ 30,623 Rent 7,212 -0- Legal 30,000 40,000 Total prepaid expenses $ 80,820 $ 70,623 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT The Company owned equipment recorded at cost which consisted of the following as of December 31, 2016 and 2015: 2016 2015 Computer equipment $ 66,433 $ 21,565 Furniture and fixtures 132,905 11,088 Subtotal 199,338 32,653 Accumulated depreciation (25,689 ) (22,414 ) Property and equipment, net $ 173,649 $ 10,239 Depreciation expense was $22,414 and $4,620 for the years ended December 31, 2016 and 2015, respectively. |
Web-Based Technology
Web-Based Technology | 12 Months Ended |
Dec. 31, 2016 | |
Web Based Technology [Abstract] | |
WEB-BASED TECHNOLOGY | NOTE 5 – WEB-BASED TECHNOLOGY The Company has capitalized costs in developing its technology, which consisted of the following as of December 31, 2016 and 2015: 2016 2015 OptimizeRx consumer web-based technology $ 154,133 $ 154,133 OptimizeRx EHR integrated technology 1,304,230 1,140,394 Subtotal 1,458,363 1,294,527 Accumulated amortization (1,106,559 ) (954,057 ) Web-based technology, net $ 351,804 $ 340,470 Amortization is recorded using the straight-line method over a period of up to five years. All remaining carrying value at December 31, 2015 and 2016 relates to the EHR integrated technology. Amortization expense for the technology costs was $152,502 and $261,572 for the years ended December 31, 2016 and 2015, respectively. |
Patent and Trademarks
Patent and Trademarks | 12 Months Ended |
Dec. 31, 2016 | |
Patent and Trademarks [Abstract] | |
PATENT AND TRADEMARKS | NOTE 6 – PATENT AND TRADEMARKS On April 26, 2010, the Company acquired the technical contributions and assignment of all exclusive rights to and for a key patent from the former CEO of the Company in exchange for 300,000 shares of common stock to be granted at the discretion of the seller and 200,000 stock options, valued at $360,000. The shares were valued on the grant date at $570,000 and were recorded as a payable to the related party. The obligation to deliver those shares was redeemed in 2016 for a cash payment of $363,000. The Company has capitalized costs in purchasing and defending its patent, which consisted of the following as of December 31, 2016 and 2015: 2016 2015 Patent rights and intangible assets $ 930,000 $ 930,000 Patent defense costs 172,457 172,457 New patents and trademarks 65,738 58,469 Accumulated amortization (395,801 ) (328,042 ) Patent rights and intangible assets, net $ 772,394 $ 832,884 The Company began amortizing the patent, using the straight-line method over the estimated useful life of 17 years, once it was put into service in July 2010. In 2013, the Company began incurring costs related to defense of the patent. These costs have been capitalized and will be amortized using the straight-line method over the remaining useful life of the original patent. Amortization expense was $67,758 for both of the years ended December 31, 2016 and 2015. |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Revenue [Abstract] | |
DEFERRED REVENUE | NOTE 7 – DEFERRED REVENUE The Company has several signed contracts with customers for the distribution of financial messaging, or other services, which include payment in advance. The payments are not recorded as revenue until the revenue is earned under its revenue recognition policy discussed in Note 2. Deferred revenue was $386,581 and $227,002 as of December 31, 2016 and 2015, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS 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 300,000 shares of common stock to be granted at the discretion of the seller and 200,000 stock options, valued at $360,000, which expired in April 2015. The shares were valued on the grant date at $570,000 and were recorded as a payable to the related party. In 2016 the obligation to issue those shares was redeemed for a payment of $363,000 in cash. During the year ended December 31, 2015, WPP made a strategic investment in the Company and is a shareholder that owns approximately 20% of the shares of the Company. During 2016, we had billings of $2,613,942 to agencies that are part of the WPP group and recognized revenue of $1,542,411 related to those billings. As of December 31, 2016, we have receivables included in trade receivables on the balance sheet of $1,108,585 from WPP agencies and amounts due to WPP agencies included in revenue share payable of $127,458 as of December 31, 2016. In addition, we purchased of $190,686 from WPP agencies in 2016 and had amounts owed related to those services of $12,600 in accounts payable at December 31, 2016. During 2015, we had billings of $420,503 to agencies that are part of the WPP group and recognized revenue of $178,855 related to those billings. As of December 31, 2015, we have receivables included in trade receivables on the balance sheet of $381,125 from WPP agencies and amounts due to WPP agencies included in revenue share payable of $37,803 as of December 31, 2015. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2016 | |
Preferred Stock and Common Stock [Abstract] | |
PREFERRED STOCK | NOTE 9 – PREFERRED STOCK The Company has 10,000,000 shares of preferred stock, $.001 par value per share, authorized as of December 31, 2016. There were no shares outstanding at any time during the periods covered by these financial statements. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2016 | |
Preferred Stock and Common Stock [Abstract] | |
COMMON STOCK | NOTE 10 – COMMON STOCK The Company had 500,000,000 shares of common stock, $.001 par value per share, authorized as of December 31, 2016. There were 29,718,867 and 29,030,925 shares of common stock issued and outstanding at December 31, 2016 and 2015, respectively. In July 2016, we issued 384,118 shares of common stock to an unrelated party in a private transaction, the proceeds of which were used to redeem shares of common stock payable to an executive officer. The Company has a Director Compensation plan covering its independent non-employee Directors. A total of 50,000 shares were granted and issued in each of the years ended December 31, 2016 and 2015 in connection with this compensation plan. These shares were valued at $51,375 and $60,125, respectively. The Company issued 100,000 shares of common stock, valued at $110,000, to Shadron Stastney in connection with the settlement of litigation described in greater detail in Note 16. The Company issued 103,754 shares of common stock in 2016 in connection with the cashless exercise of stock options granted in prior years that were about to expire in 2016. In February, 2015, the Company entered into a capital markets advisory agreement covering a one-year period, which called for 90,000 shares of common stock to be issued as compensation. These shares were valued at $112,500 and were amortized to expense over the period of service. 45,000 of these shares were issued in March 2015. The agreement was terminated in July 2015, effective in August, and the remaining 45,000 shares were not issued. The total expense recognized was $56,250. In June, 2015, the Company agreed to grant 197,605 fully vested shares of its common stock to two executive officers as bonuses. These shares were not issued at the time, but were recorded as stock payable. The obligation to issue these shares was redeemed for cash in 2016 for a total payment of $232,602. In September, 2015, the Company entered into a new capital markets advisory agreement covering a one-year period, which called for 90,000 shares of common stock to be issued as compensation. The first 45,000 shares were issued in September 2015 and valued at $41,400. These shares were amortized over a six-month period. The agreement was cancelled in February 2016 and the remaining 45,000 shares were not issued. In February 2014, the Company agreed to grant 337,500 shares of common stock, half of which vested immediately and half of which vested in August 2014, to two executive officers as bonuses based on their efforts to recapitalize the Company. Stock-based compensation related to these bonuses of $570,375 was recorded during the year ended December 31, 2014. These shares were not issued at the time and were recorded as stock payable. The obligation to issue these shares was redeemed in 2016 for cash payments of $397,038. Also in 2014, as part of a capital raise, the Company agreed to grant 200,000 shares of common stock to three executive officers. The shares were part of an equity raise and the issuance was recorded as part of equity issuance costs, so no expense was recorded. In 2016, a total of 150,000 of those shares were redeemed for a cash payment of $177,275 and the remaining 50,000 shares were issued to a former executive officer. In September, 2015, the Company entered into a securities purchase agreement pursuant to which the Company sold 6,011,106 shares of its common stock for $0.7875 per share, or gross proceeds of $4,733,746. The shares were issue to a subsidiary of WPP, the world’s largest marketing services company, as part of a strategic investment by WPP. Placement agents in the offering received commissions and expenses of $387,300, or approximately 8.2% of the gross proceeds. The net proceeds received were $4,346,446. Placement agents also received warrants to purchase up to 240,444 shares of our common stock with an exercise price of $0.7875 per share and a term of 5 years. The warrants were valued at $176,213 and have been recorded as equity issuance costs. |
Stock Options
Stock Options | 12 Months Ended |
Dec. 31, 2016 | |
Stock Options [Abstract] | |
STOCK OPTIONS | NOTE 11 – STOCK OPTIONS The Company sponsors a stock-based incentive compensation plan known as the 2013 Equity Compensation Plan (the “Plan”), which was established by the Board of Directors of the Company in June 2013. A total of 1,500,000 shares were initially reserved for issuance under the Plan. The Plan was amended in 2016 to increase the authorized shares to 4,000,000 shares. A total of 3,095,000 options have been granted and remain outstanding at December 31, 2016. In addition, a total of 735,105 restricted shares were granted in 2014 and 2015, but not issued at the time. A total 685,015 of these shares were redeemed for cash in 2016 and 50,000 of these shares were issued in 2016. As of December 31, 2016, the Company has no remaining restricted shares owed. The Company has 855,000 shares available to grant under the Plan at December 31, 2016. The Plan allows the Company to grant incentive stock options, non-qualified stock options, stock appreciation right, or restricted stock. The incentive stock options are exercisable for up to ten years, at an option price per share not less than the fair market value on the date the option is granted. The incentive stock options are limited to persons who are regular full-time employees of the Company at the date of the grant of the option. Non-qualified options may be granted to any person, including, but not limited to, employees, independent agents, consultants and attorneys, who the Company’s Board or Compensation Committee believes have contributed, or will contribute, to the success of the Company. Non-qualified options may be issued at option prices of less than fair market value on the date of grant and may be exercisable for up to ten years from date of grant. The option vesting schedule for options granted is determined by the Compensation Committee of the Board of Directors at the time of the grant. The Plan provides for accelerated vesting of unvested options if there is a change in control, as defined in the Plan. Prior to establishment of the Plan, the Board granted options under terms similar to those described in the preceding paragraphs. A total of 25,000 options are outstanding at December 31, 2016 that were granted prior to the establishment of the 2013 Plan. The compensation cost that has been charged against income related to options for the years ended December 31, 2016 and 2015, was $384,126 and $253,358, respectively. No income tax benefit was recognized in the income statement and no compensation was capitalized in any of the years presented. The Company had the following option activity during the years ended December 31, 2016 and 2015: Number of Options Weighted average exercise price Outstanding, January 1, 2015 1,307,500 $ 1.31 Granted - 2015 550,000 1.25 Exercised - 2015 0 0 Expired – 2015 (242,500 ) (1.68 ) Balance, December 31, 2015 1,615,000 1.09 Granted – 2016 2,040,000 1.09 Exercised – 2016 (485,000 ) 0.89 Expired – 2016 (50,000 ) (1.08 ) Balance, December 31, 2016 3,120,000 $ 1.12 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2016 | |
Warrants Discloures [Abstract] | |
WARRANTS | NOTE 12 – WARRANTS The Company has issued warrants to purchase common stock, primarily in connection with capital raising activities. As discussed in Note 10, in 2015, the Company issued warrants to purchase 240,444 shares of common stock, with an exercise price of $0.7875 per share in connection with the strategic investment by WPP. The Company had the following warrants outstanding as of December 31, 2016: Number of Shares Exercise Price Expiration Date 1,000,000 $ 2.25 10/5/2017 804,139 $ 1.20 3/17/2019 240,444 $ 0.7875 9/24/2020 The Company had the following warrant activity during the years ended December 31, 2016 and 2015: Number of Shares Underlying Warrants Weighted average exercise price Outstanding, January 1, 2015 1,854,139 $ 1.69 Granted 240,444 0.7875 Expired - - Balance, December 31, 2015 2,094,583 1.65 Granted - - Expired (50,000 ) 0.89 Balance, December 31, 2016 2,044,583 $ 1.67 |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2016 | |
Operating Leases [Abstract] | |
OPERATING LEASES | NOTE 13 – OPERATING LEASES The Company initially signed the lease for its current office space located in Rochester Michigan on December 1, 2011. That lease expired November 30, 2016 and the Company signed a new lease for the same space. The new lease is a three-year lease beginning December 1, 2016, with options for up to an additional 6 years. The rent is payable monthly at rates of $6,232, $6,308, and $6,384 per month for years 1, 2, and 3 of the lease, respectively. The monthly rates for the option years range from $6,384 per month to $6,688 per month for the option years 4 through 9 of the lease. If the Company fails to exercise its option for option years 4 and 5, a least termination payment of $7,300 will be due at the end of the initial 3-year term. The Company also has a short-term lease on shared office space in Cambridge Massachusetts expiring May 31, 2017. The lease is a nine-month lease calling for six monthly payments of $2,997 and three free months. Minimum annual rent payments are as follows for the remaining term of the leases: Year ended December 31: 2017 $ 77,857 2018 75,772 2019 70,224 Total lease commitment $ 223,853 |
Major Customers
Major Customers | 12 Months Ended |
Dec. 31, 2016 | |
Major Customer [Abstract] | |
MAJOR CUSTOMERS | NOTE 14 – MAJOR CUSTOMERS The Company had the following major customers that individually accounted for 10% or more of revenue in any one of the years presented: ` 2016 Percentage 2015 Percentage Customer A $ 899,299 12 % $ 1,409,720 20 % Customer B 449,322 6 % 958,653 12 % Total Revenues $ 7,751,462 100 % 7,220,678 100 % |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 15 – INCOME TAXES As of December 31, 2016, the Company had net operating loss carry forwards of approximately $9.1 million that expire from 2027 through 2036 that are available to offset future taxable income. The Company was formed in 2006 as a limited liability company and changed to a corporation in 2007. Activity prior to incorporation is not reflected in the Company’s corporate tax returns. In the future, the cumulative net operating loss carry-forward for income tax purposes may differ from the cumulative financial statement loss due to timing differences between book and tax reporting. The provision for Federal income tax consists of the following for the years ended December 31, 2016 and 2015: 2016 2015 Federal income tax benefit attributable to: Current operations $ 523,000 $ 202,000 Permanent and Timing Differences (net) 133,000 (218,000 ) Valuation allowance (656,000 ) 16,000 Net provision for federal income tax $ 0 $ 0 The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of December 31, 2016 and 2015: 2016 2015 Deferred tax asset attributable to: Net operating loss carryover $ 3,766,000 $ 3,110,000 Valuation allowance (3,766,000 ) (3,110,000 ) Net deferred tax asset $ 0 $ 0 Under certain circumstances issuance of common shares can result in an ownership change under Internal Revenue Code Section 382 which limits the Company’s ability to utilize carry forwards from prior to the ownership change. Any such ownership change resulting from stock issuances and redemptions could limit the Company’s ability to utilize any net operating loss carry forwards or credits generated before this change in ownership. These limitations can limit both the timing of usage of these laws, as well as the loss of the ability to use these net operating losses. It is likely that fundraising activities have resulted in such an ownership change. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingent Liabilities [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 16 – COMMITMENTS AND CONTINGENT LIABILITIES Legal The Company is currently involved in the following legal proceedings. Commencing in September 2014, we were a party to a lawsuit involving our prior CEO, Shadron Stastney, in the U.S. District Court in the Eastern District of Michigan as a result of a dispute related to his separation agreement. On May 27, 2016, we settled the action. For a complete release of claims and dismissal of the action, we agreed to pay Mr. Stastney $50,000 and to issue him 100,000 shares of our common stock. We further agreed to register 133,333 of his existing shares with the Securities and Exchange Commission on Form S-1 by June 30, 2016. We have tendered to Mr. Stastney the cash and shares and registered his shares in fulfillment of our settlement obligations. In March, 2015, we initiated litigation in federal court against LDM Group, LLC and PDR Network, LLC. That action was dismissed and later re-initiated in Missouri state court. Our claims are related to the breach by LDM of the settlement agreement signed February 28, 2014 to resolve previous litigation with LDM. Following execution of that agreement, LDM failed to live up to its obligations under that settlement agreement including, but not limited to, not allowing us to distribute our eCoupon programs in the LDM network, not allowing us to distribute the LDM patient education programs, and not providing other information on a timely basis or at all as required under the settlement agreement. In addition, our claims include PDR’s breach of the Master Services Agreement requiring PDR’s exclusive use of our eCoupon solution. We assert that PDR’s acquisition of LDM and the use of the LDM network to distribute coupons by PDR violates the agreement between the parties. We are also claiming that LDM and PDR entered a civil conspiracy to violate their respective agreements with us. We are seeking enforcement of the agreements and we are seeking damages in an amount at least equal to the amounts paid to date to LDM under the settlement agreement, which is in excess of $1.0 million, as well as damages for lost income and business value. The parties are currently in the discovery process. Revenue-share contracts The Company has contacts with various Electronic Health Records systems and ePrescribe platforms, whereby we agree to share a portion of the revenue we generate for eCoupons distributed through their networks. These contracts grant audit rights related to the payments to our partners, and in some cases would require us to pay for the audit if the audit determined there was an underpayment and the underpayment meets certain thresholds, such as 10%. Allscripts Agreement In 2015, we signed an amendment to our Allscripts agreement whereby we became its exclusive eCoupon supplier and Allscripts agreed to integrate our eCoupon functionality into its Touchworks platform. Under the terms of this agreement, we agreed to pay $900,000 in two installments. The first installment of $250,000 was due and paid in November 2015. The second installment of $650,000 becomes due when the e-Coupon functionality is launched on a widespread basis in the Touchworks platform, which occurred February 28, 2017. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2016 | |
Retirement Plan [Abstract] | |
RETIREMENT PLAN | NOTE 17 – RETIREMENT PLAN The Company sponsors a defined contribution 401(k) profit sharing plan which was adopted in December, 2015, effective in January 2016. Under the terms of the plan, the Company matches 100% of the first 3% of payroll contributed by the employee and 50% of the next 2% of payroll contributed by the employee to a maximum of 4% of an employee’s payroll. There was no expense under this plan in 2015, as the plan became effective in 2016. There was expense of $64,690 recorded in 2016 for company contributions to the plan. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18 – SUBSEQUENT EVENTS In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2016 through the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. |
Accounting Basis | Accounting Basis The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a December 31 fiscal year-end. |
Principles of Consolidation | Principles of Consolidation The financial statements reflect the consolidated results of OptimizeRx Corporation (a Nevada corporation) and its wholly owned subsidiary, OptimizeRx Corporation (a Michigan corporation). All material inter-company transactions have been eliminated in the consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the accompanying financial statements, the Company considers all highly liquid instruments with an initial maturity of three months or less to be cash equivalents. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of cash, accounts receivable, prepaid expenses, accounts payable, accounts payable – related party, accrued expenses and deferred revenue approximates the carrying amount of these financial instruments due to their short-term nature. Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk. In addition to defining fair value, the disclosure requirements around fair value establish a fair value hierarchy for valuation inputs, which is expanded. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 – inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. Level 2 – inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. The Company’s stock options and warrants are valued using level 3 inputs. The carrying value of the Company’s financial assets and liabilities, which consist of cash, accounts receivable, prepaid expenses, patent rights, web development costs, accounts payable, accounts payable – related party, accrued expenses and deferred revenue, are valued using level 1 inputs. The Company believes that the recorded values approximate their fair value due to the short maturity of such instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are reported at realizable value, net of allowances for doubtful accounts, which is estimated and recorded in the period the related revenue is recorded. The Company has a standardized approach to estimate and review the collectability of its receivables based on a number of factors, including the period they have been outstanding. Historical collection and payer reimbursement experience is an integral part of the estimation process related to allowances for doubtful accounts. In addition, the Company regularly assesses the state of its billing operations in order to identify issues, which may impact the collectability of these receivables or reserve estimates. Because the Company’s customers are primarily large well-capitalized companies, historically there has been very little bad debt expense. Bad debt expense was $0 for each of the years ended December 31, 2016 and 2015. The allowance for doubtful accounts was $0 as of both December 31, 2016 and 2015. |
Property and Equipment | Property and Equipment Capital assets are being depreciated over their estimated useful lives of three to seven years using the straight-line method of depreciation for book purposes. |
Revenue Recognition and Revenue Share Expense | Revenue Recognition and Revenue Share Expense Revenue is recognized when it is earned. Revenues are primarily generated from our content delivery activities in which we deliver financial messaging through a distribution network of ePrescribers and Electronic Health Record technology providers (channel partners), or from reselling services that complement our business for other of our partners. We recognize setup fees that are required for integrating client offerings and campaigns into our rule-based content delivery system and network upon completion of the setup when the client’s campaign is ready to launch within our system. As the messaging is distributed through our platform and network of channel partners (a transaction), these transactions are recorded and revenue is recognized at the time of distribution. Revenue for transactions can be realized based on a price per distribution, a price per redemption, or as a flat fee over a period of time, depending on the client contract. Additionally, the Company also recognizes revenue for providing program performance reporting and maintenance, either by the Company directly delivering reports or by providing access to its online reporting portal that the client can utilize. These fees are charged monthly and recognized as recurring monthly revenue. In some instances, we also resell products and or services that are available through our channel partners on a commission basis, and that are complementary to our core business and client base. In these instances, net revenue is recognized based on the commission based revenue split that the Company receives. In instances where we resell services and have all financial risk and significant operation input and risk, we record the revenue gross. Based on the volume of transactions that are delivered through our channel partner network, we provide a revenue share to compensate the partner for their promotion of the campaign. Revenue shares are a negotiated percentage of the transaction fees and can also be specific to special considerations and campaigns. In addition, we pay revenue share to ConnectiveRx (formerly LDM/PDR) as a result of a 2014 legal settlement in an amount equal to the greater of 10% of financial messaging distribution revenues generated or $0.37 per financial message distributed. The contractual amount due to our channel partners is recorded as an expense at the time the eCoupon is distributed. |
Income Taxes | Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions have been made in determining the carrying value of assets, depreciable and amortizable lives of tangible and intangible assets, the carrying value of liabilities, the amount of revenue to be billed, and the timing of revenue recognition and related revenue share expenses. Actual results could differ from these estimates. |
Concentration of Credit Risks | Concentration of Credit Risks The Company maintains its cash and cash equivalents in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts; however, amounts in excess of the federally insured limit may be at risk if the bank experiences financial difficulties. |
Research and Development | Research and Development The Company expenses research and development expenses as incurred. Our research efforts are focused on understanding the market dynamics that have the potential to affect the business and increase revenue in both the short and long term. Our primary goal is to increase revenue by helping patients better afford and access the medicines their doctors prescribe, as well as other healthcare products and services they need. Based on this, the Company continually seeks ways to improve its technology to enhance user experiences, and to develop new services and solutions for its customers. |
Share-based Payments | Share-based Payments The Company uses the fair value method to account for stock-based compensation. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. The fair value of each award is estimated on the date of each grant. For restricted stock, the fair market value is based on the market value of the stock granted on the date of the grant. For options, it is estimated using the Black=Scholes option pricing model that uses the assumptions noted in the following table. Estimated volatilities are based on the historical volatility of the Company’s stock over the same period as the expected term of the options. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The Company uses historical data to estimate option exercise behavior and to determine this term. The risk free rate used is based on the U.S. Treasury yield curve in effect at the time of the grant using a time period equal to the expected option term. The Company has never paid dividends and does not expect to pay any dividends in the future. 2016 2015 Expected dividend yield 0 % 0 % Risk free interest rate 0.86%-1.15 % 0.24%-0.93 % Expected option term 4.5 years 2.5 - 3.5 years Turnover/forfeiture rate 0 % 0 % Expected volatility 91% - 99 % 67% - 85 % The Black-Scholes option valuation model and other existing models were developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. These option valuation models require the input of, and are highly sensitive to, subjective assumptions including the expected stock price volatility. OptimizeRx’s stock options have characteristics significantly different from those of traded options, and changes in the subjective input assumptions could materially affect the fair value estimate. |
Loss Per Common and Common Equivalent Share | Loss Per Common and Common Equivalent Share The computation of basic earnings per common share is computed using the weighted average number of common shares outstanding during the year. The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the year plus common stock equivalents, which would arise from the exercise of warrants outstanding using the treasury stock method and the average market price per share during the year. Options, warrants and convertible preferred stock have not been included in the diluted earnings per share calculation for either year since their effect is anti-dilutive in all years presented. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. |
Recently Issued Accounting Guidance | Recently Issued Accounting Guidance The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of fair value method to account for stock-based compensation | 2016 2015 Expected dividend yield 0 % 0 % Risk free interest rate 0.86%-1.15 % 0.24%-0.93 % Expected option term 4.5 years 2.5 - 3.5 years Turnover/forfeiture rate 0 % 0 % Expected volatility 91% - 99 % 67% - 85 % |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Prepaid Expenses [Abstract] | |
Schedule of prepaid expenses | 2016 2015 Insurance $ 43,608 $ 30,623 Rent 7,212 -0- Legal 30,000 40,000 Total prepaid expenses $ 80,820 $ 70,623 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment [Abstract] | |
Schedule of property and equipment | 2016 2015 Computer equipment $ 66,433 $ 21,565 Furniture and fixtures 132,905 11,088 Subtotal 199,338 32,653 Accumulated depreciation (25,689 ) (22,414 ) Property and equipment, net $ 173,649 $ 10,239 |
Web-Based Technology (Tables)
Web-Based Technology (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Web Based Technology [Abstract] | |
Schedule of capitalized costs in developing web-based technology | 2016 2015 OptimizeRx consumer web-based technology $ 154,133 $ 154,133 OptimizeRx EHR integrated technology 1,304,230 1,140,394 Subtotal 1,458,363 1,294,527 Accumulated amortization (1,106,559 ) (954,057 ) Web-based technology, net $ 351,804 $ 340,470 |
Patent and Trademarks (Tables)
Patent and Trademarks (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Patent and Trademarks [Abstract] | |
Schedule of Patent and Trademarks | 2016 2015 Patent rights and intangible assets $ 930,000 $ 930,000 Patent defense costs 172,457 172,457 New patents and trademarks 65,738 58,469 Accumulated amortization (395,801 ) (328,042 ) Patent rights and intangible assets, net $ 772,394 $ 832,884 |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stock Options [Abstract] | |
Schedule of share based option activity | Number of Options Weighted average exercise price Outstanding, January 1, 2015 1,307,500 $ 1.31 Granted - 2015 550,000 1.25 Exercised - 2015 0 0 Expired – 2015 (242,500 ) (1.68 ) Balance, December 31, 2015 1,615,000 1.09 Granted – 2016 2,040,000 1.09 Exercised – 2016 (485,000 ) 0.89 Expired – 2016 (50,000 ) (1.08 ) Balance, December 31, 2016 3,120,000 $ 1.12 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Warrants Discloures [Abstract] | |
Schedule of warrants outstanding | Number of Shares Exercise Price Expiration Date 1,000,000 $ 2.25 10/5/2017 804,139 $ 1.20 3/17/2019 240,444 $ 0.7875 9/24/2020 |
Schedule of warrant activity | Number of Shares Underlying Warrants Weighted average exercise price Outstanding, January 1, 2015 1,854,139 $ 1.69 Granted 240,444 0.7875 Expired - - Balance, December 31, 2015 2,094,583 1.65 Granted - - Expired (50,000 ) 0.89 Balance, December 31, 2016 2,044,583 $ 1.67 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Operating Leases [Abstract] | |
Schedule of minimum annual rent payments | Year ended December 31: 2017 $ 77,857 2018 75,772 2019 70,224 Total lease commitment $ 223,853 |
Major Customers (Tables)
Major Customers (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Major Customer [Abstract] | |
Schedule of major customers individual revenue | 2016 Percentage 2015 Percentage Customer A $ 899,299 12 % $ 1,409,720 20 % Customer B 449,322 6 % 958,653 12 % Total Revenues $ 7,751,462 100 % 7,220,678 100 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes [Abstract] | |
Schedule of Federal income tax benefit | 2016 2015 Federal income tax benefit attributable to: Current operations $ 523,000 $ 202,000 Permanent and Timing Differences (net) 133,000 (218,000 ) Valuation allowance (656,000 ) 16,000 Net provision for federal income tax $ 0 $ 0 |
Schedule of Deferred tax assets | 2016 2015 Deferred tax asset attributable to: Net operating loss carryover $ 3,766,000 $ 3,110,000 Valuation allowance (3,766,000 ) (3,110,000 ) Net deferred tax asset $ 0 $ 0 |
Nature of Business (Details)
Nature of Business (Details) - shares | Apr. 14, 2008 | Dec. 31, 2015 |
Nature of Business (Textual) | ||
Shares issued by RFID, Ltd. pursuant to a share exchange agreement | 1,256,958 | |
Percentage of stock of owned by RFID | 100.00% | 20.00% |
Summary of Significant Accoun37
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology | ||
Expected dividend yield | 0.00% | 0.00% |
Risk free interest rate minimum | 0.86% | 0.24% |
Risk free interest rate maximum | 1.15% | 0.93% |
Expected option term | 4 years 6 months | |
Turnover/forfeiture rate | 0.00% | 0.00% |
Expected volatility minimum | 91.00% | 67.00% |
Expected volatility maximum | 99.00% | 85.00% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology | ||
Expected option term | 2 years 6 months | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology | ||
Expected option term | 3 years 6 months |
Summary of Significant Accoun38
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of Significant Accounting Policies (Textual) | ||
Bad debt expense | $ 0 | $ 0 |
Allowance for doubtful accounts | $ 0 | $ 0 |
Revenue recognition and revenue shares, Description | Legal settlement in an amount equal to the greater of 10% of financial messaging distribution revenues generated or $0.37 per financial message distributed. | |
Maximum [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Property and equipment, estimated useful lives | 7 years | |
Minimum [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Property and equipment, estimated useful lives | 3 years |
Prepaid Expenses (Details)
Prepaid Expenses (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Prepaid Expenses [Abstract] | ||
Insurance | $ 43,608 | $ 30,623 |
Rent | 7,212 | 0 |
Legal | 30,000 | 40,000 |
Total prepaid expenses | $ 80,820 | $ 70,623 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Subtotal | $ 199,338 | $ 32,653 |
Accumulated depreciation | (25,689) | (22,414) |
Property and equipment, net | 173,649 | 10,239 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Subtotal | 66,433 | 21,565 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Subtotal | $ 132,905 | $ 11,088 |
Property and Equipment (Detai41
Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property and Equipment (Textual) | ||
Depreciation expense | $ 22,414 | $ 4,620 |
Web Based Technology (Details)
Web Based Technology (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Web-based technology, Subtotal | $ 1,458,363 | $ 1,294,527 |
Accumulated amortization | (1,106,559) | (954,057) |
Web-based technology, net | 351,804 | 340,470 |
OptimizeRx consumer web-based technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Web-based technology, Subtotal | 154,133 | 154,133 |
OptimizeRx EHR integrated technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Web-based technology, Subtotal | $ 1,304,230 | $ 1,140,394 |
Web-Based Technology (Details T
Web-Based Technology (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Web Based Technology (Textual) | ||
Web-based technology amortization period, Description | Over a period of up to five years. | |
Web-based technology, amortization expense | $ 152,502 | $ 261,572 |
Patent and Trademarks (Details)
Patent and Trademarks (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Patent and Trademarks [Abstract] | ||
Patent rights and intangible assets | $ 930,000 | $ 930,000 |
Patent defense costs | 172,457 | 172,457 |
New patents and trademarks | 65,738 | 58,469 |
Accumulated amortization | (395,801) | (328,042) |
Patent rights and intangible assets, net | $ 772,394 | $ 832,884 |
Patent and Trademarks (Details
Patent and Trademarks (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2010 | Dec. 31, 2016 | Dec. 31, 2010 | Dec. 31, 2015 | |
Patent and Trademarks (Textual) | ||||
Accounts payable - related party | $ 570,000 | |||
Amortizing patent, Description | Straight-line method. | |||
Useful life | 17 years | |||
Amortization expense | $ 67,758 | $ 67,758 | ||
Payment of cash to related party | $ 363,000 | |||
SampleMD Patent Member] | ||||
Patent and Trademarks (Textual) | ||||
Issuance of common stock: for cash shares | 300,000 | |||
Stock options | 200,000 | |||
Shares values | $ 360,000 | |||
Accounts payable - related party | $ 570,000 |
Deferred Revenue (Details)
Deferred Revenue (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Revenue (Textual) | ||
Deferred revenue | $ 386,581 | $ 227,002 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2010 | Apr. 14, 2008 | |
Related party transactions (Textual) | ||||
Accounts payable - related party | $ 570,000 | |||
Purchases from WPP, amount | $ 190,686 | |||
Payable to related party | 2,613,942 | 420,503 | ||
Recognized revenue | 1,542,411 | 178,855 | ||
Trade receivables | 1,108,585 | 381,125 | ||
Revenue payable | 127,458 | $ 37,803 | ||
Percentage of ownership by WPP | 20.00% | 100.00% | ||
Payment of cash to related party | 363,000 | |||
Services of accounts payable- related parties | $ 12,600 | |||
Patents [Member] | ||||
Related party transactions (Textual) | ||||
Stock options | 200,000 | |||
Expire date | Apr. 30, 2015 | |||
Shares values | $ 360,000 | |||
Accounts payable - related party | $ 570,000 | |||
Common stock shares issued to former CEO | 300,000 |
Preferred Stock (Details)
Preferred Stock (Details) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Preferred Stock (Textual) | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Common Stock (Details)
Common Stock (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Jul. 31, 2016 | Sep. 30, 2015 | Jul. 31, 2015 | Jun. 30, 2015 | Feb. 28, 2015 | Feb. 28, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | |
Common Stock (Textual) | ||||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||||||||
Common stock par value | $ 0.001 | $ 0.001 | ||||||||
Common stock, shares issued | 29,718,867 | 29,030,925 | ||||||||
Common stock, shares outstanding | 29,718,867 | 29,030,925 | ||||||||
Common stock value, Issued | $ 29,719 | $ 29,031 | ||||||||
Deferred stock compensation | 13,800 | |||||||||
Common stock issued, Values | 449,500 | 4,346,446 | ||||||||
Net proceeds received | (357,415) | 4,346,446 | ||||||||
Gross proceeds | $ 51,375 | $ 60,125 | ||||||||
Warrants, Value | $ 176,213 | |||||||||
Employee bonus, Value | $ 337,500 | |||||||||
Employee bonus, Share | 570,375 | |||||||||
Redeem shares for cash, shares | 449,500 | 1,500,000 | ||||||||
Shares payable redeemed for cash | $ (599,915) | |||||||||
Cash payments of redeemed shares | $ 397,038 | |||||||||
Stock option [Member] | ||||||||||
Common Stock (Textual) | ||||||||||
Common stock issued, Shares | 103,754 | |||||||||
Capital Markets Advisory Agreement [Member] | ||||||||||
Common Stock (Textual) | ||||||||||
Additional shares issued | 45,000 | |||||||||
Redeem shares for cash, shares | 90,000 | |||||||||
Shares payable redeemed for cash | $ 56,250 | $ 112,500 | ||||||||
Number of shares not issued | 45,000 | |||||||||
Securities Purchase Agreement [Member] | ||||||||||
Common Stock (Textual) | ||||||||||
Sale of stock price per share | $ 0.7875 | |||||||||
Sale of common stock shares | 6,011,106 | |||||||||
Gross proceeds | $ 4,733,746 | |||||||||
New Capital Markets Advisory Agreement [Member] | ||||||||||
Common Stock (Textual) | ||||||||||
Redeem shares for cash, shares | 90,000 | |||||||||
Number of shares not issued | 45,000 | |||||||||
New Capital Markets Advisory Agreement Shares Issued First [Member] | ||||||||||
Common Stock (Textual) | ||||||||||
Sale of common stock value | $ 41,400 | |||||||||
Sale of common stock shares | 45,000 | |||||||||
Former Executive Officer [Member] | ||||||||||
Common Stock (Textual) | ||||||||||
Shares granted | 50,000 | |||||||||
Redeem shares for cash, shares | 150,000 | |||||||||
Shares payable redeemed for cash | $ 177,275 | |||||||||
Placement agents [Member] | ||||||||||
Common Stock (Textual) | ||||||||||
Net proceeds received | $ 4,346,446 | |||||||||
Warrant exercise price period | 5 years | |||||||||
Commissions percentage | 8.20% | |||||||||
Commissions and expenses | $ 387,300 | |||||||||
Purchase of warrants | 240,444 | |||||||||
Exercise price per share of warrants | $ 0.7875 | |||||||||
Three executive officers [Member] | ||||||||||
Common Stock (Textual) | ||||||||||
Shares granted | 200,000 | |||||||||
Directors [Member] | ||||||||||
Common Stock (Textual) | ||||||||||
Shares granted | 50,000 | 50,000 | ||||||||
Granted value | $ 51,375 | $ 60,125 | ||||||||
Two executive officers [Member] | ||||||||||
Common Stock (Textual) | ||||||||||
Employee bonus, Share | 197,605 | |||||||||
Shares payable redeemed for cash | 232,602 | |||||||||
Unrelated party [Member] | ||||||||||
Common Stock (Textual) | ||||||||||
Common stock issued, Shares | 384,118 | |||||||||
Shadron Stastney [Member] | ||||||||||
Common Stock (Textual) | ||||||||||
Common stock issued, Values | $ 110,000 | |||||||||
Common stock issued, Shares | 100,000 | |||||||||
Redeem shares for cash, shares | 110,000 |
Stock Options (Details)
Stock Options (Details) - Stock Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Number of shares | ||
Begining balance, shares | 1,615,000 | 1,307,500 |
Granted | 2,040,000 | 550,000 |
Exercised | (485,000) | 0 |
Expired | (50,000) | (242,500) |
Ending balance, shares | 3,120,000 | 1,615,000 |
Weighted average exercise price | ||
Beginning balance, weighted average exercise price | $ 1.09 | $ 1.31 |
Granted, weighted average exercise price | 1.09 | 1.25 |
Exercised, weighted average exercise price | 0.89 | 0 |
Expired, weighted average exercise price | (1.08) | (1.68) |
Ending balance, weighted average exercise price | $ 1.12 | $ 1.09 |
Stock Options (Detail Textual)
Stock Options (Detail Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock Options (Textual) | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Redeem shares for cash, shares | 449,500 | 1,500,000 | |
2013 Equity Compensation Plan | |||
Stock Options (Textual) | |||
Shares initially reserved for issuance | 1,500,000 | ||
Common stock, shares authorized | 4,000,000 | ||
Restricted shares | 50,000 | 735,105 | 735,105 |
Redeem shares for cash, shares | 685,015 | ||
Shares available to grant | 855,000 | ||
Options granted | 3,095,000 | ||
Compensation cost | $ 384,126 | $ 253,358 | |
2013 Plan [Member] | |||
Stock Options (Textual) | |||
Options granted | 25,000 |
Warrants (Details)
Warrants (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Warrant [Member] | |
Number of warrants | shares | 1,000,000 |
Exercise price | $ / shares | $ 2.25 |
Expiration date | Oct. 5, 2017 |
Warrant one [Member] | |
Number of warrants | shares | 804,139 |
Exercise price | $ / shares | $ 1.2 |
Expiration date | Mar. 17, 2019 |
Warrant two [Member] | |
Number of warrants | shares | 240,444 |
Exercise price | $ / shares | $ 0.7875 |
Expiration date | Sep. 24, 2020 |
Warrants (Details 1)
Warrants (Details 1) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Shares Underlying Warrants | ||
Beginning balance | 2,094,583 | 1,854,139 |
Granted | 240,444 | |
Expired | (50,000) | |
Ending balance | 2,044,583 | 2,094,583 |
Weighted average exercise price | ||
Beginning Balance | $ 1.65 | $ 1.69 |
Granted | 0.7875 | |
Expired | 0.89 | |
Ending Balance | $ 1.67 | $ 1.65 |
Warrants (Details Textual)
Warrants (Details Textual) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Warrants (Textual) | |
Issued warrants to purchase | shares | 240,444 |
Granted, weighted average | $ / shares | $ 0.7875 |
Operating Leases (Details)
Operating Leases (Details) | Dec. 31, 2016USD ($) |
Year ended December 31: | |
2,017 | $ 77,857 |
2,018 | 75,772 |
2,019 | 70,224 |
Total lease commitment | $ 223,853 |
Operating Leases (Details Textu
Operating Leases (Details Textual) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Operating Leases (Textuals) | |
Lease expiration date | Nov. 30, 2016 |
Description of new leasing arrangements | The new lease is a three-year lease beginning December 1, 2016, with options for up to an additional 6 years. The rent is payable monthly at rates of $6,232, $6,308, and $6,384 per month for years 1, 2, and 3 of the lease, respectively. The monthly rates for the option years range from $6,384 per month to $6,688 per month for the option years 4 through 9 of the lease. If the Company fails to exercise its option for option years 4 and 5, a least termination payment of $7,300 will be due at the end of the initial 3-year term. |
Six monthly lease rent payments amount | $ 2,997 |
Major Customers (Details )
Major Customers (Details ) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue, Major Customer [Line Items] | ||
Total Revenues | $ 7,751,462 | $ 7,220,678 |
Revenues Percentage | 100.00% | 100.00% |
Customer A [Member] | ||
Revenue, Major Customer [Line Items] | ||
Total Revenues | $ 899,299 | $ 1,409,720 |
Revenues Percentage | 12.00% | 20.00% |
Customer B [Member] | ||
Revenue, Major Customer [Line Items] | ||
Total Revenues | $ 449,322 | $ 958,653 |
Revenues Percentage | 6.00% | 12.00% |
Major Customers (Details Textua
Major Customers (Details Textual) | 12 Months Ended |
Dec. 31, 2016 | |
Major Customer [Abstract] | |
Total revenue percentage | 10.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Federal income tax benefit attributable to: | ||
Current operations | $ 523,000 | $ 202,000 |
Permanent and Timing Differences (net) | 133,000 | (218,000) |
Valuation allowance | (656,000) | 16,000 |
Net provision for federal income tax | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax asset attributable to: | ||
Net operating loss carryover | $ 3,766,000 | $ 3,110,000 |
Valuation allowance | (3,766,000) | (3,110,000) |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Abstract] | ||
Operating loss carryforwards | $ 9.1 | |
Operating loss expire description | Expire from 2027 through 2036 that are available to offset future taxable income. | |
Effective rate of tax expected | 34.00% | 34.00% |
Commitments and Contingent Li62
Commitments and Contingent Liabilities (Details) - USD ($) | May 27, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
Commitments and Contingent Liabilities (Textual) | ||||
Contingent Liabilities related to audit fees in percentage | 10.00% | |||
Allscripts agreement payment | $ 900,000 | |||
Chief Executive Officer [Member] | ||||
Commitments and Contingent Liabilities (Textual) | ||||
Claims and dismissal of the action | $ 50,000 | |||
Shares of common stock issued | 100,000 | |||
Existing shares | 133,333 | |||
Installment 1 [Member] | ||||
Commitments and Contingent Liabilities (Textual) | ||||
Allscripts agreement payment | 250,000 | |||
Installment 2 [Member] | ||||
Commitments and Contingent Liabilities (Textual) | ||||
Allscripts agreement payment | $ 650,000 | |||
LDM Group [Member] | ||||
Commitments and Contingent Liabilities (Textual) | ||||
LDM under the settlement agreement | $ 1,000,000 |
Retirement Plan (Details)
Retirement Plan (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Retirement Plan [Abstract] | |
Percentage of payroll contributed, Description | Terms of the plan, the Company matches 100% of the first 3% of payroll contributed by the employee and 50% of the next 2% of payroll contributed by the employee to a maximum of 4% of an employee's payroll. There was no expense under this plan in 2015, as the plan became effective in 2016. |
Expense of contributions plan | $ 64,690 |