Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 31, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | OptimizeRx Corp | |
Entity Central Index Key | 1,448,431 | |
Trading Symbol | OPRX | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 29,275,117 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 5,013,128 | $ 7,034,647 |
Accounts receivable | 2,704,752 | 3,060,396 |
Prepaid expenses | 246,806 | 80,820 |
Total Current Assets | 7,964,686 | 10,175,863 |
Property and equipment, net | 180,459 | 173,649 |
Other Assets | ||
Patent rights, net | 721,476 | 772,394 |
Web development and other intangible costs, net | 942,972 | 351,804 |
Security deposit | 5,049 | 5,049 |
Total Other Assets | 1,669,497 | 1,129,247 |
TOTAL ASSETS | 9,814,642 | 11,478,759 |
Current Liabilities | ||
Accounts payable - trade | 720,758 | 369,214 |
Accrued expenses | 434,559 | 288,268 |
Revenue share payable | 1,877,991 | 2,622,517 |
Deferred revenue | 729,092 | 386,581 |
Total Liabilities | 3,762,400 | 3,666,580 |
Stockholders' Equity | ||
Preferred stock, $.001 par value, 10,000,000 shares authorized, no shares issued and outstanding | ||
Common stock, $.001 par value, 500,000,000 shares authorized, 29,275,117 and 29,718,867 shares issued and outstanding, respectively | 29,275 | 29,719 |
Stock warrants | 2,294,416 | 2,294,416 |
Additional paid-in-capital | 33,854,614 | 33,747,137 |
Accumulated deficit | (30,126,063) | (28,259,093) |
Total Stockholders' Equity | 6,052,242 | 7,812,179 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 9,814,642 | $ 11,478,759 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
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 | 29,275,117 | 29,718,867 |
Common stock, shares outstanding | 29,275,117 | 29,718,867 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
NET REVENUE | $ 3,102,607 | $ 1,786,137 | $ 8,120,502 | $ 5,458,944 |
REVENUE SHARE EXPENSE | 1,703,676 | 723,396 | 4,690,943 | 2,539,021 |
GROSS MARGIN | 1,398,931 | 1,062,741 | 3,429,559 | 2,919,923 |
OPERATING EXPENSES | 2,028,589 | 1,311,959 | 5,320,220 | 4,133,505 |
LOSS FROM OPERATIONS | (629,658) | (249,218) | (1,890,661) | (1,213,582) |
OTHER INCOME (EXPENSE) | ||||
Interest income | 6,872 | 6,634 | 23,691 | 27,292 |
Interest expense | (163) | |||
TOTAL OTHER INCOME (EXPENSE) | 6,872 | 6,634 | 23,691 | 27,129 |
LOSS BEFORE PROVISION FOR INCOME TAXES | (622,786) | (242,584) | (1,866,970) | (1,186,453) |
PROVISION FOR INCOME TAXES | ||||
NET LOSS | $ (622,786) | $ (242,584) | $ (1,866,970) | $ (1,186,453) |
WEIGHTED AVERGE NUMBER OF SHARES OUTSTANDING | ||||
BASIC AND DILUTED | 29,256,367 | 29,433,846 | 29,517,975 | 29,374,319 |
NET LOSS PER SHARE | ||||
BASIC AND DILUTED | $ (0.02) | $ (0.01) | $ (0.06) | $ (0.04) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss for the period | $ (1,866,970) | $ (1,186,453) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 349,418 | 153,968 |
Stock based compensation | 497,033 | 435,168 |
Changes in: | ||
Accounts receivable | 355,644 | 523,107 |
Prepaid expenses | (165,986) | (32,136) |
Accounts payable | 351,544 | (383,794) |
Revenue share payable | (744,526) | (134,905) |
Accrued expenses | 146,291 | 35,419 |
Deferred revenue | 342,511 | 539,105 |
NET CASH USED IN OPERATING ACTIVITIES | (735,041) | (50,521) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (29,310) | (85,417) |
Patent rights | (7,268) | |
Web development and other intangible costs | (867,168) | (132,306) |
NET CASH USED IN INVESTING ACTIVITIES | (896,478) | (224,991) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Issuance of common stock | 449,500 | |
Repurchase of common stock and stock payable | (390,000) | (806,915) |
NET CASH USED IN FINANCING ACTIVITIES | (390,000) | (357,415) |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (2,021,519) | (632,927) |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 7,034,647 | 8,207,565 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 5,013,128 | 7,574,638 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | 163 | |
Cash paid for income taxes |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Nature of Business and Basis of Presentation [Abstract] | |
NATURE OF BUSINESS AND BASIS OF PRESENTATION | NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION We are a leading digital health aggregator of pharmaceutical sponsored services in the Electronic Health Records (EHR) space. Our objective is to leverage our proprietary technology to provide on demand savings and clinical messaging within physician and patient web based platforms, including EHR, e-prescribing platforms, pharmacies and Patient Portals. We have matured as a technology solutions provider through our direct to physician solutions, which allow physicians to automatically display and distribute sample vouchers and/or co-pay coupons electronically within the ePrescription platform to pharmacies on behalf of their patients. The OptimizeRx solution is integrated into the ePrescribing or EHR applications, but can also be accessed on a mobile device as well as an application on a prescriber’s desktop. The consolidated financial statements for the three and nine months ended September 30, 2017 and 2016, have been prepared by us without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments necessary to present fairly our financial position, results of operations, and cash flows as of September 30, 2017 and 2016, and for the periods then ended, have been made. Those adjustments consist of normal and recurring adjustments. The consolidated balance sheet as of December 31, 2016, has been derived from the audited consolidated balance sheet as of that date. Certain information and note disclosures normally included in our annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These consolidated financial statements should be read in conjunction with a reading of the financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as filed with the SEC. The results of operations for the three and nine months ended September 30, 2017, are not necessarily indicative of the results to be expected for the full year. Certain reclassifications have been made in our consolidated financial statements for the prior periods to conform to the presentation of our consolidated financial statements for the current periods. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 2 – STOCKHOLDERS’ EQUITY Our Director Compensation plan calls for the issuance of 6,250 shares of common stock per quarter to each Independent Director. In connection with this plan, we issued 18,750 shares in each of the quarters ended March 31, 2017, June 30, 2017 and September 30, 2017, valued at $15,375, $19,312, and $23,250, respectively. In connection with the same plan, we issued 12,500 shares in each of the quarters ended March 31, 2016, June 30, 2016, and September 30, 2016, valued at $13,125, $14,375, and $13,750, respectively. As described in greater detail in Note 4, related party transactions, in the quarter ended March 31, 2016, we made a one-time payment of $720,415 to our previous CEO in lieu of issuing shares owed to him from prior years. A portion of this payment, $357,415, was for 295,384 shares of common stock reflected in stock payable at December 31, 2015. We also redeemed 500,000 shares of common stock held by this same previous CEO in the quarter ended June 30, 2017 at a price of $0.78 per share for a total payment of $390,000. We issued 50,000 shares of common stock in the quarter ended June 30, 2016 related to shares that were previously reflected in common stock payable. In addition, we issued 69,519 shares of common stock during the nine months ended September 30, 2016 in connection with the cashless exercise of previous option grants that were approaching expiration. We issued 100,000 shares of common stock in connection with the settlement of litigation in the quarter ended June 30, 2016. In the quarter ended September 30, 2016, we issued 384,118 shares of common stock to an unrelated party in a private transaction and received proceeds of $449,500. These proceeds were used to redeem 384,118 shares of common stock payable owed to our Senior Vice President of Sales for $449,500 in lieu of issuing the shares, which were previously reflected in stock payable. |
Share Based Payments - Options
Share Based Payments - Options | 9 Months Ended |
Sep. 30, 2017 | |
Share Based Payments - Options [Abstract] | |
SHARE BASED PAYMENTS - OPTIONS | NOTE 3 – SHARE BASED PAYMENTS – OPTIONS We use the fair value method to account for stock-based compensation. We recorded $439,095 and $270,117 in compensation expense in the nine months ended September 30, 2017 and 2016, respectively, related to options issued under our stock-based incentive compensation plan. This includes expense related to options issued in prior years for which the requisite service period for those options includes the current year, options granted in the current year and options repriced in the current year. The fair value of these instruments was calculated using the Black-Scholes option pricing model. Information related to the assumptions used in this model is set forth in the table below as well as in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016. As of September 30, 2017, there is $1,447,842 of unearned compensation expense through 2022. 2017 2016 Expected dividend yield 0% 0% Risk free interest rate 1.47% - 1.49% 0.86% - 1.15 % Expected option term 3.5 - 5.0 years 4.5 years Turnover/forfeiture rate 0% 0% Expected volatility 67% - 78% 91% - 99 % |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS In the quarter ended March 31, 2016, after hiring a new CEO, we paid our previous CEO $720,415 in lieu of issuing him 595,384 shares of common stock based on the 50-day average price of $1.21 per share. A total of 295,384 of these shares were due as a result of previously granted stock awards in 2014 and 2015, for which shares had not yet been issued. These shares were recorded as stock payable on the balance sheet at December 31, 2015. The remaining 300,000 shares were due in connection with the purchase of a patent from the previous CEO in 2010. These shares were recorded as accounts payable – related party on the balance sheet at December 31, 2015. The difference between the value the shares were initially recorded at in 2010 and the amount they were redeemed at in 2016 was recorded as additional paid in capital. Also, in the quarter ended June 30, 2016, we entered into a separation agreement and an 18-month consulting agreement with our previous CEO. The consulting agreement set forth the terms of the previous CEO’s continued relationship with our company. The consulting agreement began on April 1, 2016. Under the terms of the consulting agreement, he received a monthly payment of $15,000, with the potential for up to $54,000 in additional bonus payments during the term of the agreement. This agreement also called for total payments of $12,425 related to insurance benefits. The separation agreement and consulting agreement replaced and superseded all previously disclosed payments related to his severance and board fees. In the quarter ended June 30, 2017, we redeemed 500,000 shares of common stock owned by the previous CEO at a price of $0.78 per share for a total of $390,000 and amended the consulting agreement to terminate on July 31, 2017 instead of the original end date of September 30, 2017. In July 2016, we redeemed 384,118 shares of common stock owed to our Senior Vice President of Sales from stock grants awarded in 2014 and 2015, but not issued at the time of the grant. We redeemed these shares for a payment of $449,500. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 5 – COMMITMENTS AND CONTINGENCIES Litigation The company is currently involved in no legal proceeding. In the quarter ended September 30, 2017, we dismissed, without prejudice, litigation that we had initiated that was pending in Missouri state court against LDM Group, LLC and PDR Network, LLC. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 6 – SUBSEQUENT EVENTS In accordance with ASC 855-10, we have analyzed our operations subsequent to September 30, 2017 through the date these financial statements were issued and have determined that we do not have any material subsequent events to disclose in these financial statements. |
Share Based Payments - Options
Share Based Payments - Options (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Share Based Payments - Options [Abstract] | |
Schedule of share based payments options | 2017 2016 Expected dividend yield 0% 0% Risk free interest rate 1.47% - 1.49% 0.86% - 1.15 % Expected option term 3.5 - 5.0 years 4.5 years Turnover/forfeiture rate 0% 0% Expected volatility 67% - 78% 91% - 99 % |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Dec. 31, 2015 | Jul. 31, 2016 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Stockholders' Equity (Textual) | |||||||||||
Additional shares issued | 100,000 | 69,519 | |||||||||
Shares of common stock | 384,118 | ||||||||||
Value of common stock | $ 390,000 | $ 806,915 | |||||||||
Common stock, shares issued | 29,275,117 | 29,275,117 | 29,718,867 | ||||||||
Shares of common stock issued | 384,118 | ||||||||||
Total redeemed share value | $ 449,500 | ||||||||||
Proceeds of common stock | $ 449,500 | ||||||||||
Common Stock [Member] | |||||||||||
Stockholders' Equity (Textual) | |||||||||||
Shares issued | 50,000 | ||||||||||
Director [Member] | |||||||||||
Stockholders' Equity (Textual) | |||||||||||
Additional shares issued | 6,250 | 6,250 | 6,250 | 6,250 | |||||||
Shares of common stock | 18,750 | 18,750 | 18,750 | 12,500 | 12,500 | 12,500 | |||||
Additional shares issued, value | $ 23,250 | $ 19,312 | $ 15,375 | $ 13,750 | $ 14,375 | $ 13,125 | |||||
CEO [Member] | |||||||||||
Stockholders' Equity (Textual) | |||||||||||
Shares of common stock | 500,000 | ||||||||||
Related party transactions | $ 720,415 | ||||||||||
Value of common stock | $ 357,415 | ||||||||||
Shares of common stock issued | 295,384 | 595,384 | |||||||||
Per share price | $ 0.78 | ||||||||||
Total redeemed share value | $ 390,000 | ||||||||||
Senior Vice President [Member] | |||||||||||
Stockholders' Equity (Textual) | |||||||||||
Shares of common stock | 384,118 | ||||||||||
Total redeemed share value | $ 449,500 | ||||||||||
Proceeds of common stock | $ 449,500 |
Share Based Payments - Option14
Share Based Payments - Options (Details) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Expected option term | 4 years 6 months | |
Turnover/forfeiture rate | 0.00% | 0.00% |
Maximum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Risk free interest rate | 1.49% | 1.15% |
Expected option term | 5 years | |
Expected volatility | 78.00% | 99.00% |
Minimum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Risk free interest rate | 1.47% | 0.86% |
Expected option term | 3 years 6 months | |
Expected volatility | 67.00% | 91.00% |
Share Based Payments - Option15
Share Based Payments - Options (Details Textual) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Share Based Payments - Options (Textual) | ||
Compensation expense | $ 497,033 | $ 435,168 |
Unearned compensation expense | $ 1,447,842 | |
Unearned compensation expense expiration date | Dec. 31, 2022 | |
Stock Option [Member] | ||
Share Based Payments - Options (Textual) | ||
Compensation expense | $ 439,095 | $ 270,117 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 31, 2015 | Jul. 31, 2016 | Jun. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2010 |
Related Party Transactions (Textual) | |||||||||
Shares of common stock issued | 384,118 | ||||||||
Total common granted stock | 295,384 | 295,384 | |||||||
Total payments of insurance benefits | $ 12,425 | ||||||||
Total redeemed shares | 384,118 | ||||||||
Total redeemed share value | $ 449,500 | ||||||||
CEO [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Related party transactions | $ 720,415 | ||||||||
Shares of common stock issued | 295,384 | 595,384 | |||||||
Average price per share | $ 1.21 | ||||||||
Shares issued for in connection with purchase of a patent | 300,000 | ||||||||
Monthly payment of consulting agreement | 15,000 | ||||||||
Additional bonus payments | $ 54,000 | ||||||||
Total redeemed shares | 500,000 | ||||||||
Total redeemed share value | $ 390,000 | ||||||||
Per share price | $ 0.78 | ||||||||
Senior Vice President [Member] | |||||||||
Related Party Transactions (Textual) | |||||||||
Total redeemed shares | 384,118 | ||||||||
Total redeemed share value | $ 449,500 |