Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 30, 2018 | |
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 | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 29,636,831 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 4,298,619 | $ 5,122,573 |
Accounts receivable | 1,871,255 | 2,257,276 |
Accounts receivable - related party | 1,974,143 | 1,173,614 |
Prepaid expenses | 191,413 | 255,428 |
Total Current Assets | 8,335,430 | 8,808,891 |
Property and equipment, net | 157,608 | 167,305 |
Other Assets | ||
Patent rights, net | 621,793 | 638,766 |
Web development costs, net | 152,493 | 143,730 |
Security deposit | 5,049 | 5,049 |
Total Other Assets | 779,335 | 787,545 |
TOTAL ASSETS | 9,272,373 | 9,763,741 |
Current Liabilities | ||
Accounts payable - trade | 133,870 | 457,289 |
Accrued expenses | 549,656 | 953,947 |
Revenue share payable | 898,478 | 1,177,136 |
Revenue share payable - related party | 447,670 | |
Deferred revenue | 856,914 | 507,160 |
Total Liabilities | 2,438,918 | 3,543,202 |
Stockholders' Equity | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no issued and outstanding at March 31, 2018 or December 31, 2017 | ||
Common stock, $0.001 par value, 500,000,000 shares authorized, 29,636,831 and 29,318,081 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 29,637 | 29,318 |
Stock warrants | 1,286,424 | 1,286,424 |
Additional paid-in-capital | 36,211,722 | 35,267,919 |
Accumulated deficit | (30,694,328) | (30,363,122) |
Total Stockholders' Equity | 6,833,455 | 6,220,539 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 9,272,373 | $ 9,763,741 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
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 | 29,636,831 | 29,318,081 |
Common stock, shares outstanding | 29,636,831 | 29,318,081 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
NET REVENUE | ||
Revenue | $ 2,781,621 | $ 1,400,318 |
Revenue - Related Party | 1,330,616 | 751,755 |
TOTAL NET REVENUE | 4,112,237 | 2,152,073 |
REVENUE SHARE EXPENSE | 2,008,092 | 1,381,733 |
GROSS MARGIN | 2,104,145 | 770,340 |
OPERATING EXPENSES | 2,295,341 | 1,660,778 |
LOSS FROM OPERATIONS | (191,196) | (890,438) |
OTHER INCOME (EXPENSE) | ||
Interest Income | 2,017 | 7,756 |
Interest Expense | ||
TOTAL OTHER INCOME (EXPENSE) | 2,017 | 7,756 |
LOSS BEFORE PROVISION FOR INCOME TAXES | (189,179) | (882,682) |
PROVISION FOR INCOME TAXES | ||
NET LOSS | $ (189,179) | $ (882,682) |
WEIGHTED AVERAGE SHARES OUTSTANDING | ||
BASIC AND DILUTED | 29,358,081 | 29,718,867 |
NET LOSS PER SHARE | ||
BASIC AND DILUTED | $ (0.01) | $ (0.03) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss for the period | $ (189,179) | $ (882,682) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 54,473 | 70,973 |
Stock and options issued for services | 497,122 | 129,444 |
Changes in: | ||
Accounts receivable | (414,508) | 253,074 |
Prepaid expenses | 64,015 | (67,761) |
Accounts payable | (323,419) | 161,228 |
Revenue share payable | (279,328) | (673,730) |
Accrued expenses | (404,291) | (230,975) |
Deferred revenue | 207,727 | 943,193 |
NET CASH USED IN OPERATING ACTIVITIES | (787,388) | (297,236) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Equipment | (3,803) | (16,146) |
Development costs | (32,763) | |
NET CASH USED IN INVESTING ACTIVITIES | (36,566) | (16,146) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
NET CASH USED IN FINANCING ACTIVITIES | ||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (823,954) | (313,382) |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 5,122,573 | 7,034,647 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 4,298,619 | 6,721,265 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Non-cash issuance of shares to WPP | $ 447,000 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
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 provider of digital health messaging via electronic health records (EHRs), providing a direct channel for pharmaceutical companies to communicate with healthcare providers. Our cloud-based solution supports patient adherence to medications by providing real-time access to financial assistance, prior authorization, education and critical clinical information. Our 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 consolidated financial statements for the three months ended March 31, 2018 and 2017 have been prepared by us without audit pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. In the opinion of management, all adjustments necessary to present fairly our financial position, results of operations, and cash flows as of March 31, 2018 and 2017, 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, 2017, 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, 2017, as filed with the U.S. Securities and Exchange Commission. The results of operations for the three months ended March 31, 2018, are not necessarily indicative of the results to be expected for the full year. Certain reclassifications have been made in the prior period’s consolidated financial statements to conform to the current period’s presentation. |
New Financial Accounting Standa
New Financial Accounting Standards | 3 Months Ended |
Mar. 31, 2018 | |
New Financial Accounting Standards [Abstract] | |
NEW FINANCIAL ACCOUNTING STANDARDS | NOTE 2 – NEW FINANCIAL ACCOUNTING STANDARDS On January 1, 2018, we adopted the new accounting standard ASC 606, Revenue from Contracts with Customers We have applied the new revenue standard to all contracts as of the date of initial application. The overwhelming majority of our revenue continues to be recognized when transactions occur, such as the delivery of a message. We previously recognized revenue related to set-ups when a program launched, and all related activities had been accomplished. Under the new revenue standard, we are recognizing revenue related to these set ups over the term of the initial contract. Since set up fees are generally small relative to the size of the overall contract and because most contracts are for a year or less, the impact of this change is immaterial. The impact of recording this change as of January 1, 2018 resulted in an increase in deferred revenue of $142,027 at that date and a corresponding decrease in retained earnings as well. The impact of adopting the new revenue standard in 2018 resulted in lower revenues in the three months ended March 31, 2018. Had the new revenue standard not taken effect, our revenues for the period would have been higher by $117,911 and deferred revenues lower by $117,911. All of these revenues are expected to be recognized by December 31, 2018, so the primary effect of the new revenue standard is to shift revenues between quarters by immaterial amounts. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 3 – STOCKHOLDERS’ EQUITY In both March 2018 and 2017, we issued 18,750 shares of our common stock to our independent directors in connection with our Director Compensation Plan, which calls for issuance of 6,250 shares per quarter to each independent director. These shares were valued at $28,875 and $15,375 at March 31, 2018 and 2017, respectively. In March 2018, we issued 300,000 shares of common stock to a subsidiary of WPP, one of the world’s largest advertising companies, and a shareholder, in full payment of all amounts due under a comarketing agreement that covered certain WPP agencies, whereby we shared a portion of our revenue with those agencies related to programs awarded to us by those agencies. The shares were valued at $447,000, the market value of the stock on the date of issuance. The amount due was recorded as a liability in revenue share payable at December 31, 2017. Basic and diluted earnings per share are the same in both periods. |
Share Based Payments - Options
Share Based Payments - Options | 3 Months Ended |
Mar. 31, 2018 | |
Share Based Payments - Options [Abstract] | |
SHARE BASED PAYMENTS - OPTIONS | NOTE 4 – SHARE BASED PAYMENTS – OPTIONS We use the fair value method to account for stock based compensation. We recorded $468,247 and $114,069 in compensation expense in the three months ended March 31, 2018 and 2017, 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 as well as options issued in the current year. The fair value of these instruments was calculated using the Black-Scholes option pricing model. The assumptions used in this model were similar to the assumptions set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 related to grants in 2017. As also discussed in the 10-K, we increased the shares of common stock authorized under our stock option plan during the quarter to 5.5 million shares. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS As described in more detail in Note 3, Stockholders Equity, we issued 300,000 shares of our common stock to a subsidiary of WPP, a shareholder that owns approximately 20% of our common shares. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Contingencies [Abstract] | |
CONTINGENCIES | NOTE 6 – CONTINGENCIES Litigation The company is not involved in any legal proceedings. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7 – SUBSEQUENT EVENTS In May 2018, we signed an agreement to issue 5,000,000 shares of common stock for gross proceeds of $9.0 million, with expected net proceeds of approximately $8.3 million. The transaction is expected to close in early May. In addition, our Board of Directors approved a 1 for 3 stock split to meet the requirements of NASDAQ. The reverse split will be effective at a future date. |
New Financial Accounting Stan13
New Financial Accounting Standards (Details) - USD ($) | Jan. 01, 2018 | Mar. 31, 2018 |
New Financial Accounting Standards (Textual) | ||
Increase in deferred revenue | $ 142,027 | |
New revenue accounting standard, description | The new revenue standard not taken effect, our revenues for the period would have been higher by $117,911 and deferred revenues lower by $117,911. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Stockholders' Equity (Textual) | ||
Shares of common stock issued | 300,000 | |
Shares of common stock issued, value | $ 447,000 | |
Diluted loss per common share | 1,812,515 | |
Independent Directors [Member] | ||
Stockholders' Equity (Textual) | ||
Shares issued | 18,750 | 18,750 |
Compensation plan issuance of shares | 6,250 | 6,250 |
Compensation plan issuance, value | $ 28,875 | $ 15,375 |
Share Based Payments - Options
Share Based Payments - Options (Details) - Stock Option [Member] - USD ($) shares in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share Based Payments - Options (Textual) | ||
Compensation expense | $ 468,247 | $ 114,069 |
Increased the shares of common stock authorized | 5.5 |
Related Party Transactions (Det
Related Party Transactions (Details) | 3 Months Ended |
Mar. 31, 2018shares | |
Related Party Transactions (Textual) | |
Shares of common stock issued | 300,000 |
Percentage of common shares owned by shareholder | 20.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
May 31, 2018 | Mar. 31, 2018 | |
Subsequent Events (Textual) | ||
Shares of common stock issued | 300,000 | |
Subsequent Event [Member] | ||
Subsequent Events (Textual) | ||
Shares of common stock issued | 5,000,000 | |
Gross proceeds of common stock amount | $ 9 | |
Net proceeds of common stock amount | $ 8.3 |