Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 28, 2018 | Jun. 30, 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-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 22,418,553 | ||
Entity Common Stock, Shares Outstanding | 29,318,081 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 5,122,573 | $ 7,034,647 |
Accounts receivable | 2,257,276 | 1,951,811 |
Accounts receivable - related party | 1,173,614 | 1,108,585 |
Prepaid expenses | 255,428 | 80,820 |
Total Current Assets | 8,808,891 | 10,175,863 |
Property and equipment, net | 167,305 | 173,649 |
Other Assets | ||
Patent rights, net | 638,766 | 772,394 |
Web development costs, net | 143,730 | 351,804 |
Security deposit | 5,049 | 5,049 |
Total Other Assets | 787,545 | 1,129,247 |
TOTAL ASSETS | 9,763,741 | 11,478,759 |
Current Liabilities | ||
Accounts payable - trade | 457,289 | 369,214 |
Accrued expenses | 953,947 | 288,268 |
Revenue share payable | 1,177,136 | 2,495,059 |
Revenue share payable - related party | 447,670 | 127,458 |
Deferred revenue | 507,160 | 386,581 |
Total Liabilities | 3,543,202 | 3,666,580 |
Stockholders' Equity | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no issued and outstanding at December 31, 2017 and 2016, | ||
Common stock, $0.001 par value, 500,000,000 shares authorized, 29,318,081 and 29,718,867 shares issued and outstanding at December 31, 2017 and 2016, respectively | 29,318 | 29,719 |
Stock warrants | 1,286,424 | 2,294,416 |
Additional paid-in-capital | 35,267,919 | 33,747,137 |
Accumulated deficit | (30,363,122) | (28,259,093) |
Total Stockholders' Equity | 6,220,539 | 7,812,179 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 9,763,741 | $ 11,478,759 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 29,318,081 | 29,718,867 |
Common stock, shares outstanding | 29,318,081 | 29,718,867 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
NET REVENUE | ||
Revenue | $ 8,431,208 | $ 6,209,051 |
Revenue - related party | 3,696,214 | 1,542,411 |
TOTAL NET REVENUE | 12,127,422 | 7,751,462 |
REVENUE SHARE EXPENSE | 6,174,614 | 3,411,396 |
GROSS MARGIN | 5,952,808 | 4,340,066 |
Operating expenses | ||
Stock-based compensation | 902,389 | 559,301 |
Depreciation and amortization | 324,551 | 235,284 |
Lawsuit settlement | 50,000 | |
Other general and administrative expenses | 6,855,834 | 5,076,993 |
Total Operating expenses | 8,082,774 | 5,921,578 |
LOSS FROM OPERATIONS | (2,129,966) | (1,581,512) |
OTHER INCOME | ||
Interest income | 25,937 | 42,309 |
TOTAL OTHER INCOME | 25,937 | 42,309 |
LOSS BEFORE PROVISION FOR INCOME TAXES | (2,104,029) | (1,539,203) |
PROVISION FOR INCOME TAXES | ||
NET LOSS | $ (2,104,029) | $ (1,539,203) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC & DILUTIVE | 29,459,259 | 29,707,918 |
NET LOSS PER SHARE: BASIC & DILUTIVE | $ (0.07) | $ (0.05) |
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, 2015 | $ 8,942,496 | $ 29,031 | $ 2,329,508 | $ 32,185,499 | $ 1,132,148 | $ (13,800) | $ (26,719,890) | |
Balance, shares at Dec. 31, 2015 | 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 | $ 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 | $ 50 | 94,450 | (94,500) | |||||
Issue shares for stock payable, shares | 50,000 | |||||||
Shares redeemed for cash | (599,915) | 437,733 | (1,037,648) | |||||
Expiration of Warrants | (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 | $ 29,719 | 2,294,416 | 33,747,137 | (28,259,093) | |||
Balance, shares at Dec. 31, 2016 | 29,718,867 | |||||||
Issuance of stock options to employees | 815,014 | 815,014 | ||||||
Issuance of common stock: for services | 87,375 | $ 75 | 87,300 | |||||
Issuance of common stock: for services, shares | 75,000 | |||||||
Issuance of common stock: for options | $ 24 | (24) | ||||||
Issuance of common stock: for options, shares | 24,214 | |||||||
Shares redeemed for cash | (390,000) | $ (500) | (389,500) | |||||
Expiration of Warrants | (500,000) | (1,007,992) | 1,007,992 | |||||
Net loss for the year | (2,104,029) | (2,104,029) | ||||||
Balance at Dec. 31, 2017 | $ 6,220,539 | $ 29,318 | $ 1,286,424 | $ 35,267,919 | $ (30,363,122) | |||
Balance, shares at Dec. 31, 2017 | 29,318,081 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flow - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss for the period | $ (2,104,029) | $ (1,539,203) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 324,551 | 235,284 |
Loss on disposal of assets | 65,738 | |
Stock options issued for services | 815,014 | 384,126 |
Stock-based compensation | 87,375 | 175,175 |
Changes in: | ||
Accounts receivable | (305,465) | 514,514 |
Accounts receivable related party | (65,029) | (727,460) |
Prepaid expenses | (174,608) | (10,197) |
Accounts payable | 88,075 | (205,977) |
Revenue share payable | (1,317,923) | 177,254 |
Revenue share payable - related party | 320,212 | 89,655 |
Accrued expenses | 665,679 | 281,285 |
Deferred revenue | 120,579 | 159,579 |
NET CASH USED IN OPERATING ACTIVITIES | (1,479,831) | (465,965) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (42,243) | (178,434) |
Patent rights | (7,268) | |
Intangible Assets | (163,836) | |
NET CASH USED IN INVESTING ACTIVITIES | (42,243) | (349,538) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from Issuance of common stock | 449,500 | |
Redemption of common stock | (390,000) | (806,915) |
NET CASH USED IN FINANCING ACTIVITIES | (390,000) | (357,415) |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (1,912,074) | (1,172,918) |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 7,034,647 | 8,207,565 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 5,122,573 | 7,034,647 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | ||
Cash paid for income taxes |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2017 | |
Organization and Nature of Business [Abstract] | |
Organization and Nature of Business | NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS OptimizeRx Corporation is a leading provider of digital health messaging via electronic health records (EHRs), providing a direct channel for pharmaceutical companies to communicate with healthcare providers. The company’s cloud-based solution supports patient adherence to medications by providing real-time access to financial assistance, prior authorization, education and critical clinical information. The company’s network is comprised of leading EHR platforms and provides more than half a million healthcare providers access to these benefits within their workflow at the point of care. 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, 2017 | |
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. 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, 2017 and 2016. The allowance for doubtful accounts was $0 as of both December 31, 2017 and 2016. Property and Equipment Property and equipment are stated at cost and are being depreciated over their estimated useful lives of three to five years for office equipment and three years for computer equipment using the straight-line method of depreciation for book purposes. Maintenance and repair charges are expensed as incurred. Intangible Assets Intangible assets are stated at cost and are being amortized over their estimated useful lives of seventeen years for patents and three to four years for software and websites using the straight-line method. Revenue Recognition and Revenue Share Expense Revenue is recognized when it is earned. Revenues are primarily generated from content delivery activities in which the Company delivers financial or brand messaging through a distribution network of ePrescribers and Electronic Health Record technology providers (channel partners), or from reselling services that complement the business for other partners. The Company recognizes setup fees that are required for integrating client offerings and campaigns into the rule-based content delivery system and network upon completion of the setup when the client’s campaign is ready to launch within the system. As the messaging is distributed through the 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 message, 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, the Company also resells products and or services that are available through channel partners on a commission basis, and that are complementary to the 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 the Company resells services and have all financial risk and significant operation input and risk, the Company records the revenue gross. Based on the volume of transactions that are delivered through the channel partner network, the Company provides 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, the Company pays 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 through the network, or $0.37 per financial message distributed through our network. The contractual amount due to the 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. The Company recognizes the tax benefit from uncertain tax positions if it is more likely than not that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. It is the Company’s policy to include interest and penalties related to tax positions as a component of income tax expense. 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. 2017 2016 Expected dividend yield 0% 0% Risk free interest rate 1.47% - 1.81% 0.86%-1.15% Expected option term 3.5 – 5 years 4.5 years Turnover/forfeiture rate 0% 0% Expected volatility 65%-78% 91% - 99% 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. The number of common shares potentially issuable upon the exercise of certain options and warrants that were excluded from the diluted loss per common share calculation was approximately 489,201, because they are anti-dilutive, as a result of a net loss for the year ended December 31, 2017. As described in Notes 11 and 12, the Company had options and warrants outstanding as indicated in the table below. 2017 2016 Options 4,106,250 3,120,000 Warrants 1,044,583 2,044,583 Weighted average exercise price $ 1.06 $ 1.34 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 In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. The Company will adopt ASU 2016-02 in its first quarter of 2019. While the Company is currently evaluating the timing and impact of adopting ASU 2016-02, currently the Company anticipates no material impact to its Consolidated Statements of Operations. However, the ultimate impact of adopting ASU 2016-02 will depend on the Company’s lease portfolio as of the adoption date. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. Subsequently, the FASB has issued the following standards related to ASU 2014-09: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (“ASU 2016-08”); ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”); ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”); and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers (“ASU 2016-20”). The Company must adopt ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 with ASU 2014-09 (collectively, the “new revenue standards”). The new revenue standards may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company will adopt the new revenue standards in its first quarter of 2018. The new revenue standards are not expected to have a material impact on the amount and timing of revenue recognized in the Company’s consolidated financial statements. |
Prepaid Expenses
Prepaid Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Prepaid Expenses [Abstract] | |
PREPAID EXPENSES | NOTE 3 – PREPAID EXPENSES Prepaid expenses consisted of the following as of December 31, 2017 and 2016: 2017 2016 Insurance $ 43,764 $ 43,608 Rent 8,539 7,212 EHR access fees 203,125 - Legal - 30,000 Total prepaid expenses $ 255,428 $ 80,820 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016: 2017 2016 Computer equipment $ 83,079 $ 66,433 Furniture and fixtures 158,502 132,905 Subtotal 241,581 199,338 Accumulated depreciation 74,276 (25,689 ) Property and equipment, net $ 167,305 $ 173,649 Depreciation expense was $48,587 and $22,414 for the years ended December 31, 2017 and 2016, respectively. |
Web Based Technology
Web Based Technology | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016: 2017 2016 OptimizeRx consumer web-based technology $ 154,132 $ 154,133 OptimizeRx EHR integrated technology 1,304,230 1,304,230 Subtotal 1,458,362 1,458,363 Accumulated amortization (1,314,632 ) (1,106,559 ) Web-based technology, net $ 143,730 $ 351,804 Amortization is recorded using the straight-line method over periods of up to five years. The consumer web-based technology has no carrying value at either December 31, 2016 or 2017. Amortization expense for the technology costs was $208,074 and $152,502 for the years ended December 31, 2017 and 2016, respectively. Amortization expense related to these assets is expected to be $91,039 in 2018 and $52,691 in 2019 to completely amortize the December 31, 2017 carrying value. |
Patent and Trademarks
Patent and Trademarks | 12 Months Ended |
Dec. 31, 2017 | |
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, valued at $570,000 and 200,000 stock options, valued at $360,000. The Company has capitalized costs in purchasing and defending its patent, which consisted of the following as of December 31, 2017 and 2016: 2017 2016 Patent rights and intangible assets $ 930,000 $ 930,000 Patent defense costs 172,457 172,457 New patents and trademarks - 65,738 Subtotal 1,102,457 1,168,165 Accumulated amortization (463,691 ) (395,801 ) Patent rights and intangible assets, net $ 638,766 $ 772,394 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 $67,890 and $67,758 for the years ended December 31, 2017 and 2016, respectively. We expect our amortization expense related to these patents to be $67,890 for each of the years from 2018 through 2022. |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2017 | |
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 $507,160 and $386,581 as of December 31, 2017 and 2016, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
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, plc made a strategic investment in the Company and is a shareholder that owns approximately 20% of the shares of the Company. The following table sets forth the activity between the Company and WPP 2017 2016 Total billings to WPP Agencies $ 3,554,168 $ 2,613,942 Revenue recognized from WPP Agencies $ 3,696,214 $ 1,542,411 Accounts receivable from WPP Agencies $ 1,173,614 $ 1,108,585 Rebates given to WPP Agencies $ 33,249 $ 24,519 Marketing services purchased from WPP Agencies $ 54,762 $ 190,686 Accounts payable to WPP Agencies $ - $ 12,600 Revenue share expense recorded to WPP Agencies $ 401,596 $ 177,372 Revenue share expenses owed to WPP Agencies $ 447,670 $ 127,458 |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017. Of those shares, 1,000 were designated as Series A and Series B. There were no shares outstanding at any time during the periods covered by these financial statements. The Series A and B designations were transaction specific in 2008 and 2010 and were redeemed in 2014. When outstanding, the shares had a liquidation preference and bore dividends at a rate of 10%, payable in cash or stock, but are no longer applicable. The Company intends to remove the designations in 2018. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017. There were 29,318,018 and 29,718,867 shares of common stock issued and outstanding at December 31, 2017 and 2016, respectively. In 2017, the Company purchased and cancelled 500,000 shares held by the previous CEO at a price of $0.78 per share for a total payment of $390,000. In 2017 the Company issued 24,214 shares in connection with the exercise of employee stock options by former employees. The options were exercised on a net settled basis and no cash proceeds were received. The Company has a Director Compensation plan covering its independent non-employee Directors. A total of 75,000 and 50,000 shares were granted and issued in the years ended December 31, 2017 and 2016, respectively in connection with this compensation plan. These shares were valued at $87,375 and $51,375, respectively. In 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. In 2016, the Company issued 100,000 shares of common stock, valued at $110,000, to Shadron Stastney in connection with the settlement of litigation. 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 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 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 2016 and the remaining 45,000 shares were not issued. In 2014, the Company agreed to grant 337,500 shares of common stock to two executive officers at the time 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 at the time. 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. |
Stock Options
Stock Options | 12 Months Ended |
Dec. 31, 2017 | |
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 and again in 2018 to increase the authorized shares to 5,500,000. A total of 4,106,250 options were 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, 2017, the Company has no remaining restricted shares owed. The Company had no remaining shares available to grant under the Plan at December 31, 2017. 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 were outstanding at December 31, 2016 that were granted prior to the establishment of the 2013 Plan, but those options expired in 2017. The compensation cost that has been charged against income related to options for the years ended December 31, 2017 and 2016, was $815,014 and $384,126, 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, 2017 and 2016: Number of Options Weighted average exercise price Weighted average remaining contractual life (years) Aggregate intrinsic value $ Outstanding, January 1, 2016 1,615,000 $ 1.09 Granted - 2016 2,040,000 $ 1.09 Exercised - 2016 (485,000 ) $ 0.89 Expired – 2016 (50,000 ) $ 1.08 Outstanding, December 31, 2016 3,120,000 $ 1.12 3.6 Granted – 2017 1,441,250 $ 0.96 Exercised – 2017 (130,000 ) $ 1.27 Expired – 2017 (325,000 ) $ 1.34 Outstanding, December 31, 2017 4,106,250 $ 1.04 3.2 $ 2,173,700 Exercisable, December 31, 2017 1,891,250 $ 1.02 2.9 $ 1,035,900 Of the options outstanding at December 31, 2016, 1,220,000 were exercisable with a weighted average contractual life of 1.1 years and the remaining 1,900,000 were non-vested. The table below shows the expiration date and exercise price of the options outstanding at December 31, 2017. Number of Options Exercise Price Expiration Date 600,000 $0.82 03/31/22 150,000 $1.00 10/30/18 1,135,000 $1.05 03/03/19 1,500,000 $1.07 02/22/21 500,000 $1.15 07/28/21 20,000 $1.17 11/01/22 100,000 $1.22 03/03/19 31,250 $1.57 12/31/22 10,000 $1.85 01/29/19 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Warrants [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 connection with the strategic investment by WPP, in 2015 the Company issued warrants to purchase 240,444 shares of common stock with an exercise price of $0.7875 per share. The Company had the following warrants, with an intrinsic value of $485,678, outstanding as of December 31, 2017: Number of Shares Underlying Warrants Exercise Price Expiration Date 804,139 $1.20 03/17/2019 240,444 $0.7875 09/24/2020 The Company had the following warrant activity during the years ended December 31, 2017 and 2016: Number of Shares Underlying Warrants Weighted average exercise price Outstanding, January 1, 2016 2,094,583 $ 1.65 Granted - - Expired (50,000 ) $ 0.89 Balance, December 31, 2016 2,044,583 $ 1.67 Granted - - Expired (1,000,000 ) $ 2.25 Balance, December 31, 2017 1,044,583 $ 1.11 |
Major Customers
Major Customers | 12 Months Ended |
Dec. 31, 2017 | |
Major Customers [Abstract] | |
MAJOR CUSTOMERS | NOTE 13 – MAJOR CUSTOMERS The Company had one customer that individually accounted for approximately 12% of revenue in 2017 and a different customer that individually accounted for approximately 12% of revenue in 2016. No other customers accounted for more than 10% of revenue in either year presented. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | NOTE 14 – INCOME TAXES As of December 31, 2017, the Company had net operating loss carry forwards of approximately $12.2 million that expire from 2027 through 2037 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, 2017 and 2016: 2017 2016 Federal income tax benefit attributable to: Current operations $ 715,000 $ 523,000 Permanent and timing differences (net) (280,000 ) 133,000 Tax rate change (1,600,000 ) - Valuation allowance 1,165,000 (656,000 ) Net provision for federal income tax $ - $ - The cumulative tax effect at the expected rate of 34%, as of December 31, 2016, and 21% as of December 31, 2017, of significant items comprising our net deferred tax amount is as follows as of December 31, 2017 and 2016: 2017 2016 Deferred tax asset attributable to: Net operating loss carryover $ 2,551,000 $ 3,648,000 Depreciation and amortization 98,000 126,000 Stock compensation 372,000 339,000 Other - 73,000 Valuation allowance (3,021,000 ) (4,186,000 ) Net deferred tax asset $ - $ - 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, 2017 | |
Commitments and Contingent Liabilities [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 15 – COMMITMENTS AND CONTINGENT LIABILITIES Legal The Company is not involved in any legal proceedings. 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%. 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 current 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 month to month leases on shared office spaces in Cambridge Massachusetts and Nashville, Tennessee, payable at rates of $2,700 per month and $1,370 per month, respectively. Minimum annual rent payments are as follows for the remaining term of the leases: Year ended December 31: 2018 75,772 2019 70,224 Total lease commitment $ 145,996 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 originally was due when the e-Coupon functionality was launched on a widespread basis in the Touchworks platform, which occurred February 28, 2017. A payment of $325,000 was made at the time and the remaining amount due was extended until October, 2018. Hosting agreement The Company has an agreement with a third party to host and administer its software through March 31, 2018 at a rate of $24,230 per month for a total of $72,690 for the three-month period. That agreement was terminated in December 2017 with an effective date of March 31, 2018 in conjunction with moving to a more cost-effective solution and in connection with that termination, the Company will make additional payments of $220,440 |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Plan [Abstract] | |
RETIREMENT PLAN | NOTE 16 – 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 expense of $137,858 and $64,690 recorded in 2017 and 2016, respectively, for company contributions to the plan. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17 – SUBSEQUENT EVENTS In February 2018, the Company’s Board of Directors amended the 2013 Equity Compensation Plan to increase the number of shares authorized under the plan to 5,500,000. At the same time, the Company granted 390,000 shares of restricted common stock to officers and options to purchase 320,000 shares of common stock with an exercise price of $1.40 to non-officers, both of which vest only if the Company achieves certain stretch revenue goals in either 2019 or 2020. In addition, the Company accelerated vesting to 2018 on 300,000 existing options that previously vested in 2021. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
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. 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, 2017 and 2016. The allowance for doubtful accounts was $0 as of both December 31, 2017 and 2016. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and are being depreciated over their estimated useful lives of three to five years for office equipment and three years for computer equipment using the straight-line method of depreciation for book purposes. Maintenance and repair charges are expensed as incurred. |
Intangible Assets | Intangible Assets Intangible assets are stated at cost and are being amortized over their estimated useful lives of seventeen years for patents and three to four years for software and websites using the straight-line method. |
Revenue Recognition and Revenue Share Expense | Revenue Recognition and Revenue Share Expense Revenue is recognized when it is earned. Revenues are primarily generated from content delivery activities in which the Company delivers financial or brand messaging through a distribution network of ePrescribers and Electronic Health Record technology providers (channel partners), or from reselling services that complement the business for other partners. The Company recognizes setup fees that are required for integrating client offerings and campaigns into the rule-based content delivery system and network upon completion of the setup when the client’s campaign is ready to launch within the system. As the messaging is distributed through the 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 message, 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, the Company also resells products and or services that are available through channel partners on a commission basis, and that are complementary to the 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 the Company resells services and have all financial risk and significant operation input and risk, the Company records the revenue gross. Based on the volume of transactions that are delivered through the channel partner network, the Company provides 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, the Company pays 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 through the network, or $0.37 per financial message distributed through our network. The contractual amount due to the 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. The Company recognizes the tax benefit from uncertain tax positions if it is more likely than not that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. It is the Company’s policy to include interest and penalties related to tax positions as a component of income tax expense. |
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. 2017 2016 Expected dividend yield 0% 0% Risk free interest rate 1.47% - 1.81% 0.86%-1.15% Expected option term 3.5 – 5 years 4.5 years Turnover/forfeiture rate 0% 0% Expected volatility 65%-78% 91% - 99% 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. The number of common shares potentially issuable upon the exercise of certain options and warrants that were excluded from the diluted loss per common share calculation was approximately 489,201, because they are anti-dilutive, as a result of a net loss for the year ended December 31, 2017. As described in Notes 11 and 12, the Company had options and warrants outstanding as indicated in the table below. 2017 2016 Options 4,106,250 3,120,000 Warrants 1,044,583 2,044,583 Weighted average exercise price $ 1.06 $ 1.34 |
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 In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. The Company will adopt ASU 2016-02 in its first quarter of 2019. While the Company is currently evaluating the timing and impact of adopting ASU 2016-02, currently the Company anticipates no material impact to its Consolidated Statements of Operations. However, the ultimate impact of adopting ASU 2016-02 will depend on the Company’s lease portfolio as of the adoption date. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. Subsequently, the FASB has issued the following standards related to ASU 2014-09: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (“ASU 2016-08”); ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”); ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”); and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers (“ASU 2016-20”). The Company must adopt ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 with ASU 2014-09 (collectively, the “new revenue standards”). The new revenue standards may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company will adopt the new revenue standards in its first quarter of 2018. The new revenue standards are not expected to have a material impact on the amount and timing of revenue recognized in the Company’s consolidated financial statements. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | 2017 2016 Expected dividend yield 0% 0% Risk free interest rate 1.47% - 1.81% 0.86%-1.15% Expected option term 3.5 – 5 years 4.5 years Turnover/forfeiture rate 0% 0% Expected volatility 65%-78% 91% - 99% |
Summary of options and warrants outstanding | 2017 2016 Options 4,106,250 3,120,000 Warrants 1,044,583 2,044,583 Weighted average exercise price $ 1.06 $ 1.34 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Prepaid Expenses [Abstract] | |
Schedule of prepaid expenses | 2017 2016 Insurance $ 43,764 $ 43,608 Rent 8,539 7,212 EHR access fees 203,125 - Legal - 30,000 Total prepaid expenses $ 255,428 $ 80,820 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property and Equipment [Abstract] | |
Schedule of property and equipment | 2017 2016 Computer equipment $ 83,079 $ 66,433 Furniture and fixtures 158,502 132,905 Subtotal 241,581 199,338 Accumulated depreciation 74,276 (25,689 ) Property and equipment, net $ 167,305 $ 173,649 |
Web Based Technology (Tables)
Web Based Technology (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Web-Based Technology [Abstract] | |
Schedule of capitalized costs in developing web-based technology | 2017 2016 OptimizeRx consumer web-based technology $ 154,132 $ 154,133 OptimizeRx EHR integrated technology 1,304,230 1,304,230 Subtotal 1,458,362 1,458,363 Accumulated amortization (1,314,632 ) (1,106,559 ) Web-based technology, net $ 143,730 $ 351,804 |
Patent and Trademarks (Tables)
Patent and Trademarks (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Patent and Trademarks [Abstract] | |
Schedule of Patent and Trademarks | 2017 2016 Patent rights and intangible assets $ 930,000 $ 930,000 Patent defense costs 172,457 172,457 New patents and trademarks - 65,738 Subtotal 1,102,457 1,168,165 Accumulated amortization (463,691 ) (395,801 ) Patent rights and intangible assets, net $ 638,766 $ 772,394 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of sets forth the activity between the Company and WPP | 2017 2016 Total billings to WPP Agencies $ 3,554,168 $ 2,613,942 Revenue recognized from WPP Agencies $ 3,696,214 $ 1,542,411 Accounts receivable from WPP Agencies $ 1,173,614 $ 1,108,585 Rebates given to WPP Agencies $ 33,249 $ 24,519 Marketing services purchased from WPP Agencies $ 54,762 $ 190,686 Accounts payable to WPP Agencies $ - $ 12,600 Revenue share expense recorded to WPP Agencies $ 401,596 $ 177,372 Revenue share expenses owed to WPP Agencies $ 447,670 $ 127,458 |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stock Options [Abstract] | |
Schedule of option activity | Number of Options Weighted average exercise price Weighted average remaining contractual life (years) Aggregate intrinsic value $ Outstanding, January 1, 2016 1,615,000 $ 1.09 Granted - 2016 2,040,000 $ 1.09 Exercised - 2016 (485,000 ) $ 0.89 Expired – 2016 (50,000 ) $ 1.08 Outstanding, December 31, 2016 3,120,000 $ 1.12 3.6 Granted – 2017 1,441,250 $ 0.96 Exercised – 2017 (130,000 ) $ 1.27 Expired – 2017 (325,000 ) $ 1.34 Outstanding, December 31, 2017 4,106,250 $ 1.04 3.2 $ 2,173,700 Exercisable, December 31, 2017 1,891,250 $ 1.02 2.9 $ 1,035,900 |
Schedule of expiration date and exercise price of the options outstanding | Number of Options Exercise Price Expiration Date 600,000 $0.82 03/31/22 150,000 $1.00 10/30/18 1,135,000 $1.05 03/03/19 1,500,000 $1.07 02/22/21 500,000 $1.15 07/28/21 20,000 $1.17 11/01/22 100,000 $1.22 03/03/19 31,250 $1.57 12/31/22 10,000 $1.85 01/29/19 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Warrants [Abstract] | |
Schedule of warrants outstanding | Number of Shares Underlying Warrants Exercise Price Expiration Date 804,139 $1.20 03/17/2019 240,444 $0.7875 09/24/2020 |
Schedule of warrant activity | Number of Shares Underlying Warrants Weighted average exercise price Outstanding, January 1, 2016 2,094,583 $ 1.65 Granted - - Expired (50,000 ) $ 0.89 Balance, December 31, 2016 2,044,583 $ 1.67 Granted - - Expired (1,000,000 ) $ 2.25 Balance, December 31, 2017 1,044,583 $ 1.11 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
Schedule of federal income tax benefit | 2017 2016 Federal income tax benefit attributable to: Current operations $ 715,000 $ 523,000 Permanent and timing differences (net) (280,000 ) 133,000 Tax rate change (1,600,000 ) - Valuation allowance 1,165,000 (656,000 ) Net provision for federal income tax $ - $ - |
Schedule of deferred tax assets | 2017 2016 Deferred tax asset attributable to: Net operating loss carryover $ 2,551,000 $ 3,648,000 Depreciation and amortization 98,000 126,000 Stock compensation 372,000 339,000 Other - 73,000 Valuation allowance (3,021,000 ) (4,186,000 ) Net deferred tax asset $ - $ - |
Commitments and Contingent Li34
Commitments and Contingent Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingent Liabilities [Abstract] | |
Schedule of minimum annual rent payments | Year ended December 31: 2018 75,772 2019 70,224 Total lease commitment $ 145,996 |
Organization and Nature of Bu35
Organization and Nature of Business (Details) | Apr. 14, 2008shares |
Organization and 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% |
Summary of Significant Accoun36
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
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 | 1.47% | 0.86% |
Risk free interest rate maximum | 1.81% | 1.15% |
Expected option term | 4 years 6 months | |
Turnover/forfeiture rate | 0.00% | 0.00% |
Expected volatility minimum | 65.00% | 91.00% |
Expected volatility maximum | 78.00% | 99.00% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology | ||
Expected option term | 3 years 6 months | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology | ||
Expected option term | 5 years |
Summary of Significant Accoun37
Summary of Significant Accounting Policies (Details 1) - Warrant [Member] - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Summary Of Significant Accounting Policies [Line Items] | ||
Options | 4,106,250 | 3,095,000 |
Warrants | 1,044,583 | 2,044,583 |
Weighted average exercise price | $ 1.06 | $ 1.41 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
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 through the network, or $0.37 per financial message distributed. | |
Number of common shares potentially issuable upon the exercise of certain options and warrants | 489,201 | |
Patents [Member] | ||
Summary Of Significant Accounting Policies (Textual) | ||
Intangible assets amortized over their estimated useful lives | 17 years | |
Computer Equipment [Member] | ||
Summary Of Significant Accounting Policies (Textual) | ||
Property and equipment, estimated useful lives | 3 years | |
Minimum [Member] | Software And Websites [Member] | ||
Summary Of Significant Accounting Policies (Textual) | ||
Intangible assets amortized over their estimated useful lives | 3 years | |
Minimum [Member] | Office Equipment [Member] | ||
Summary Of Significant Accounting Policies (Textual) | ||
Property and equipment, estimated useful lives | 3 years | |
Maximum [Member] | Software And Websites [Member] | ||
Summary Of Significant Accounting Policies (Textual) | ||
Intangible assets amortized over their estimated useful lives | 4 years | |
Maximum [Member] | Office Equipment [Member] | ||
Summary Of Significant Accounting Policies (Textual) | ||
Property and equipment, estimated useful lives | 5 years |
Prepaid Expenses (Details)
Prepaid Expenses (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Prepaid Expenses [Abstract] | ||
Insurance | $ 43,764 | $ 43,608 |
Rent | 8,539 | 7,212 |
EHR access fees | 203,125 | |
Legal | 30,000 | |
Total prepaid expenses | $ 255,428 | $ 80,820 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Subtotal | $ 241,581 | $ 199,338 |
Accumulated depreciation | (74,276) | (25,689) |
Property and equipment, net | 167,305 | 173,649 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Subtotal | 83,079 | 66,433 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Subtotal | $ 158,502 | $ 132,905 |
Property and Equipment (Detai41
Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property and Equipment (Textual) | ||
Depreciation expense | $ 48,587 | $ 22,414 |
Web-Based Technology (Details)
Web-Based Technology (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Web-based technology, Subtotal | $ 1,458,362 | $ 1,458,363 |
Accumulated amortization | (1,314,632) | (1,106,559) |
Web-based technology, net | 143,730 | 351,804 |
OptimizeRx consumer web-based technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Web-based technology, Subtotal | 154,132 | 154,133 |
OptimizeRx EHR integrated technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Web-based technology, Subtotal | $ 1,304,230 | $ 1,304,230 |
Web-Based Technology (Details T
Web-Based Technology (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Web Based Technology (Textual) | ||
Web-based technology amortization period, Description | Amortization is recorded using the straight-line method over periods of up to five years. | |
Web-based technology, amortization expense | $ 208,074 | $ 152,502 |
Amortization expense 2018 | 91,039 | |
Amortization expense for 2019 | $ 52,691 |
Patent and Trademarks (Details)
Patent and Trademarks (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
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 | |
Subtotal | 1,102,457 | 1,168,165 |
Accumulated amortization | (463,691) | (395,801) |
Patent rights and intangible assets, net | $ 638,766 | $ 772,394 |
Patent and Trademarks (Details
Patent and Trademarks (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2010 | Apr. 26, 2010 | Dec. 31, 2017 | Dec. 31, 2016 | |
Patent and Trademarks (Textual) | ||||
Issuance of common stock: for cash | $ 449,500 | |||
Amortizing patent, Description | Straight-line method | |||
Useful life | 17 years | |||
Amortization expense | $ 67,890 | $ 67,758 | ||
Amortization expense related to patents | $ 67,890 | |||
SampleMD Patent [Member] | ||||
Patent and Trademarks (Textual) | ||||
Issuance of common stock: for cash shares | 300,000 | |||
Issuance of common stock: for cash | $ 570,000 | |||
Stock options | 200,000 | |||
Shares values | $ 360,000 |
Deferred Revenue (Details)
Deferred Revenue (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Revenue (Textual) | ||
Deferred revenue | $ 507,160 | $ 386,581 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Total billings to WPP Agencies [Member] | ||
Related Party Transaction [Line Items] | ||
Related party transactions | $ 3,554,168 | $ 2,613,942 |
Revenue recognized from WPP Agencies [Member] | ||
Related Party Transaction [Line Items] | ||
Related party transactions | 3,696,214 | 1,542,411 |
Accounts receivable from WPP Agencies [Member] | ||
Related Party Transaction [Line Items] | ||
Related party transactions | 1,173,614 | 1,108,585 |
Rebates given to WPP Agencies [Member] | ||
Related Party Transaction [Line Items] | ||
Related party transactions | 33,249 | 24,519 |
Marketing services purchased from WPP Agencies [Member] | ||
Related Party Transaction [Line Items] | ||
Related party transactions | 54,762 | 190,686 |
Accounts payable to WPP Agencies [Member] | ||
Related Party Transaction [Line Items] | ||
Related party transactions | 12,600 | |
Revenue share expense recorded to WPP Agencies | ||
Related Party Transaction [Line Items] | ||
Related party transactions | 401,596 | 177,372 |
Revenue share expenses owed to WPP Agencies [Member] | ||
Related Party Transaction [Line Items] | ||
Related party transactions | $ 447,670 | $ 127,458 |
Related Party Transactions (D48
Related Party Transactions (Details Textual) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2010 | Dec. 31, 2015 | Apr. 14, 2008 | |
Related Party Transactions (Textual) | |||||
Shares payable redeemed for cash | $ (390,000) | $ (599,915) | |||
Percentage of ownership by WPP | 100.00% | ||||
CEO [Member] | |||||
Related Party Transactions (Textual) | |||||
Shares issued for in connection with purchase of a patent | 300,000 | ||||
Stock options | 200,000 | ||||
Expire date | Apr. 30, 2015 | ||||
Shares values | $ 360,000 | ||||
Shares payable redeemed for cash | $ 363,000 | ||||
Payable to the related party | $ 570,000 | ||||
Percentage of ownership by WPP | 20.00% |
Preferred Stock (Details)
Preferred Stock (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Preferred Stock (Textual) | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Percentage of dividends rate | 10.00% | |
Series A [Member] | ||
Preferred Stock (Textual) | ||
Preferred stock, shares authorized | 1,000 | |
Series B [Member] | ||
Preferred Stock (Textual) | ||
Preferred stock, shares authorized | 1,000 |
Common Stock (Details)
Common Stock (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
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 | 29,318,081 | 29,718,867 | |||
Common stock, shares outstanding | 29,318,081 | 29,718,867 | |||
Common stock value, Issued | $ 29,318 | $ 29,719 | |||
Common stock issued, Values | 449,500 | ||||
Gross proceeds | 87,375 | 51,375 | |||
Employee bonus, Value | $ 337,500 | ||||
Employee bonus, Share | 570,375 | ||||
Shares payable redeemed for cash | $ (390,000) | (599,915) | |||
Cash payments of redeemed shares | $ 397,038 | ||||
Employee stock options [Member] | |||||
Common Stock (Textual) | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 24,214 | ||||
Stock Option [Member] | |||||
Common Stock (Textual) | |||||
Common stock issued, Shares | 103,754 | ||||
New Capital Markets Advisory Agreement Shares Issued First [Member] | |||||
Common Stock (Textual) | |||||
Common stock, shares issued | 90,000 | ||||
Common stock issued, Shares | 45,000 | ||||
Sale of common stock value | $ 41,400 | ||||
Number of shares not issued | 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 | ||||
Three executive officers [Member] | |||||
Common Stock (Textual) | |||||
Shares granted | 200,000 | ||||
Directors [Member] | |||||
Common Stock (Textual) | |||||
Shares granted | 75,000 | 50,000 | |||
Granted value | $ 87,375 | $ 51,375 | |||
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 | ||||
CEO [Member] | |||||
Common Stock (Textual) | |||||
Purchased and cancelled shares | 500,000 | ||||
Total payment | $ 390,000 | ||||
Per share price | $ 0.78 |
Stock Options (Details)
Stock Options (Details) - Stock Options [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Options | ||
Begining balance, Outstanding | 3,120,000 | 1,615,000 |
Granted | 1,441,250 | 2,040,000 |
Exercised | (130,000) | (485,000) |
Expired | (325,000) | (50,000) |
Ending balance, Outstanding | 4,106,250 | 3,120,000 |
Exercisable | 1,891,250 | |
Weighted average exercise price | ||
Beginning balance, Outstanding | $ 1.12 | $ 1.09 |
Granted | 0.96 | 1.09 |
Exercised | 1.27 | 0.89 |
Expired | 1.34 | 1.08 |
Ending balance, Outstanding | 1.04 | $ 1.12 |
Exercisable | $ 1.02 | |
Outstanding, Weighted average remaining contractual life (years) | 3 years 2 months 12 days | 3 years 7 months 6 days |
Exercisable, Weighted average remaining contractual life (years) | 2 years 10 months 25 days | |
Exercisable, Aggregate intrinsic value | $ 1,035,900 |
Stock Options (Details 1)
Stock Options (Details 1) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Options One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options | shares | 600,000 |
Exercise Price | $ / shares | $ 0.82 |
Expiration Date | Mar. 31, 2022 |
Options Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options | shares | 150,000 |
Exercise Price | $ / shares | $ 1 |
Expiration Date | Oct. 30, 2018 |
Options Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options | shares | 1,135,000 |
Exercise Price | $ / shares | $ 1.05 |
Expiration Date | Mar. 3, 2019 |
Options Four [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options | shares | 1,500,000 |
Exercise Price | $ / shares | $ 1.07 |
Expiration Date | Feb. 22, 2021 |
Options Five [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options | shares | 500,000 |
Exercise Price | $ / shares | $ 1.15 |
Expiration Date | Jul. 28, 2021 |
Options Six [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options | shares | 20,000 |
Exercise Price | $ / shares | $ 1.17 |
Expiration Date | Nov. 1, 2022 |
Options Seven [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options | shares | 100,000 |
Exercise Price | $ / shares | $ 1.22 |
Expiration Date | Mar. 3, 2019 |
Options Eight [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options | shares | 31,250 |
Exercise Price | $ / shares | $ 1.57 |
Expiration Date | Dec. 31, 2022 |
Options Nine [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options | shares | 10,000 |
Exercise Price | $ / shares | $ 1.85 |
Expiration Date | Jan. 29, 2019 |
Stock Options (Details Textual)
Stock Options (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock Options (Textual) | ||||
Options outstanding | 25,000 | |||
Compensation cost | $ 815,014 | $ 384,126 | ||
2013 Equity Compensation Plan [Member] | ||||
Stock Options (Textual) | ||||
Shares reserved for issuance | 1,500,000 | |||
Share-based compensation plan, description | The Plan was amended in 2016 to increase the authorized shares to 4,000,000 shares and again in 2018 to increase the authorized shares to 5,500,000. | |||
Options outstanding | 4,106,250 | |||
Shares redeemed | 685,015 | |||
Restricted shares | 735,105 | 735,105 | ||
Shares issued | 50,000 | |||
Options expired | Dec. 31, 2017 | |||
Non-vested shares | 1,900,000 | |||
Weighted average contractual life | 1 year 1 month 6 days | |||
Options exercisable | 1,220,000 |
Warrants (Detail)
Warrants (Detail) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Stock Warrants | |
Number of Shares Underlying Warrants | shares | 804,139 |
Exercise price | $ / shares | $ 1.20 |
Expiration date | Mar. 17, 2019 |
Warrant One [Member] | |
Number of Shares Underlying Warrants | shares | 240,444 |
Exercise price | $ / shares | $ 0.7875 |
Expiration date | Sep. 24, 2020 |
Warrants (Details 1)
Warrants (Details 1) - Stock Warrants - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Shares Underlying Warrants | ||
Beginning balance | 2,044,583 | 2,094,583 |
Granted | ||
Expired | (1,000,000) | (50,000) |
Ending balance | 1,044,583 | 2,044,583 |
Weighted average exercise price | ||
Beginning Balance | $ 1.67 | $ 1.65 |
Granted | ||
Expired | 2.25 | 0.89 |
Ending Balance | $ 1.11 | $ 1.67 |
Warrants (Details Textual)
Warrants (Details Textual) - Warrant One [Member] | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Warrants (Textual) | |
Issued warrants to purchase | shares | 240,444 |
Granted, weighted average | $ / shares | $ 0.7875 |
Warrants intrinsic value of outstanding | $ | $ 485,678 |
Major Customers (Details)
Major Customers (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue, Major Customer [Line Items] | ||
Concentration Risk Percentage Total | 10.00% | |
One customer[Member] | ||
Revenue, Major Customer [Line Items] | ||
Revenues Percentage | 12.00% | |
Customer Two [Member] | ||
Revenue, Major Customer [Line Items] | ||
Revenues Percentage | 12.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Federal income tax benefit attributable to: | ||
Current operations | $ 715,000 | $ 523,000 |
Permanent and timing differences (net) | (280,000) | 133,000 |
Tax rate change | (1,600,000) | |
Valuation allowance | 1,165,000 | (656,000) |
Net provision for federal income tax |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax asset attributable to: | ||
Net operating loss carryover | $ 2,551,000 | $ 3,648,000 |
Depreciation and amortization | 98,000 | 126,000 |
Stock compensation | 372,000 | 339,000 |
Other | 73,000 | |
Valuation allowance | (3,021,000) | (4,186,000) |
Net deferred tax asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes (Textual) | ||
Operating loss carryforwards | $ 12.2 | |
Operating loss expire, description | Expire from 2027 through 2037 that are available to offset future taxable income | |
Effective rate of tax expected | 21.00% | 34.00% |
Commitments and Contingent Li61
Commitments and Contingent Liabilities (Details) | Dec. 31, 2017USD ($) |
Year ended December 31: | |
2,018 | $ 75,772 |
2,019 | 70,224 |
Total lease commitment | $ 145,996 |
Commitments and Contingent Li62
Commitments and Contingent Liabilities (Details Textual) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Commitments and Contingent Liabilities (Textual) | |
Contingent Liabilities related to audit fees in percentage | 10.00% |
Allscripts agreement payment | $ 900,000 |
Description of new leasing arrangements | The current 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. |
Lease expiration date | Nov. 30, 2016 |
Operating lease payable | $ 2,700 |
Operating leases rent expense | 1,370 |
Allscripts payment of remaining amount | 325,000 |
Additional payment of termination | $ 220,440 |
Description of administer and software | The Company has an agreement with a third party to host and administer its software through March 31, 2018 at a rate of $24,230 per month for a total of $72,690 for the three-month period. |
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 |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement Plan [Abstract] | ||
Defined Benefit Plan, Description | 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. | |
Defined Contribution Plan, Administrative Expense | $ 137,858 | $ 64,690 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - Directors [Member] | 1 Months Ended |
Feb. 28, 2018USD ($)shares | |
Subsequent Events [Textual] | |
Number of shares authorized increased | $ | $ 5,500,000 |
Restricted common stock to officers | $ | $ 390,000 |
Options to purchase of common stock | shares | 390,000 |
Options to purchase, exercise price | shares | 1.40 |
Existing options that previously vested, description | The Company accelerated vesting to 2018 on 300,000 existing options that previously vested in 2021. |