OptimizeRx (OPRX) 10-Q 5 Nov 19 2019 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 01, 2019
Document and Entity Information [Abstract]
Entity Registrant Name	OptimizeRx Corp
Entity Central Index Key	0001448431
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019
Entity Filer Category	Accelerated Filer
Entity Ex Transition Period	false
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		14,173,850
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity File Number	001-38543
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	NV

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Current Assets
Cash and cash equivalents	$ 29,759,967	$ 8,914,034
Accounts receivable	7,158,390	6,457,841
Prepaid expenses	973,177	360,146
Total Current Assets	37,891,534	15,732,021
Property and equipment, net	156,809	149,330
Other Assets
Goodwill	3,678,513	3,678,513
Patent rights, net	2,604,677	2,766,944
Other intangible assets, net	3,542,462	2,492,123
Right of use assets, net	587,497
Other assets and deposits	92,239	235,647
Total Other Assets	10,505,388	9,173,227
TOTAL ASSETS	48,553,731	25,054,578
Current Liabilities
Accounts payable - trade	1,095,474	411,010
Accrued expenses	607,000	1,300,882
Revenue share payable	1,668,287	1,908,616
Current portion of lease obligations	113,476
Current portion of contingent purchase price payable	810,000
Deferred revenue	1,115,904	610,625
Total Current Liabilities	5,410,141	4,231,133
Non-current Liabilities
Lease obligations, net of current portion	478,201
Contingent purchase price payable, net of current portion	1,530,000	2,365,000
Total Non-current liabilities	2,008,201	2,365,000
Total Liabilities	7,418,342	6,596,133
Stockholders' Equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no issued and outstanding at September 30, 2019 or December 31, 2018
Common stock, $0.001 par value, 500,000,000 shares authorized, 14,173,850 and 12,038,618 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively	14,174	12,039
Additional paid-in-capital	72,561,045	48,725,211
Accumulated deficit	(31,439,830)	(30,278,805)
Total Stockholders' Equity	41,135,389	18,458,445
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 48,553,731	$ 25,054,578

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2019	Dec. 31, 2018
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	14,173,850	12,038,618
Common stock, shares outstanding	14,173,850	12,038,618

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Statement [Abstract]
NET REVENUE	$ 5,002,767	$ 5,415,384	$ 17,218,492	$ 14,627,094
COST OF REVENUES	1,981,143	2,268,968	6,251,766	6,513,810
GROSS MARGIN	3,021,624	3,146,416	10,966,726	8,113,284
OPERATING EXPENSES	5,008,934	2,923,238	12,341,827	7,807,705
INCOME (LOSS) FROM OPERATIONS	(1,987,310)	223,178	(1,375,101)	305,579
OTHER INCOME
Interest income	136,368	21,750	192,305	30,679
Change in Fair Value of Contingent Consideration	280,000		25,000
TOTAL OTHER INCOME	416,368	21,750	217,305	30,679
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES	(1,570,942)	244,928	(1,157,796)	336,258
PROVISION FOR INCOME TAXES
NET INCOME (LOSS)	$ (1,570,942)	$ 244,928	$ (1,157,796)	$ 336,258
WEIGHTED AVERGE SHARES OUTSTANDING
BASIC	14,146,489	11,755,500	12,996,590	10,840,584
DILUTED	14,146,489	12,921,768	12,996,590	11,766,754
EARNINGS (LOSS) PER SHARE
BASIC	$ (0.11)	$ 0.02	$ (0.09)	$ 0.03
DILUTED	$ (0.11)	$ 0.02	$ (0.09)	$ 0.03

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Common Stock	Additional Paid in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2017	$ 9,773	$ 36,573,888	$ (30,363,122)	$ 6,220,539
Balance, shares at Dec. 31, 2017	9,772,694
Cumulative effect of change in accounting principle related to lease accounting			(142,027)	(142,027)
Shares issued as compensation	$ 6	$ 28,869		$ 28,875
Shares issued as compensation, shares	6,249
Stock-based compensation expense		468,247		468,247
Stock-based compensation expense, shares
Shares issued for revenue share	$ 100	$ 446,900		$ 447,000
Shares issued for revenue share, shares	100,000
Net loss			(189,179)	(189,179)
Balance at Mar. 31, 2018	$ 9,879	37,517,904	(30,694,328)	6,833,455
Balance, shares at Mar. 31, 2018	9,878,943
Public offering of common shares for cash, net of offering costs	$ 1,667	8,162,807		8,164,474
Public offering of common shares for cash, net of offering costs, shares	1,666,669
Shares issued in connection with reverse split	$ 1	(1)
Shares issued in connection with reverse split, shares	908
Shares issued for stock options exercised	$ 2	4,918		4,920
Shares issued for stock options exercised, shares	2,002
Shares issued as compensation	$ 8	$ 89,937		$ 89,945
Shares issued as compensation, shares	8,336
Stock-based compensation expense		426,755		426,755
Stock-based compensation expense, shares
Net loss			$ 280,509	$ 280,509
Balance at Jun. 30, 2018	$ 11,557	46,202,320	(30,413,819)	15,800,058
Balance, shares at Jun. 30, 2018	11,556,858
Shares issued for cashless exercise of warrants	$ 251	(251)
Shares issued for cashless exercise of warrants, shares	251,046
Shares issued for stock options exercised	$ 141	450,881		451,022
Shares issued for stock options exercised, shares	141,403
Shares issued as compensation	$ 22	$ 354,825		$ 354,847
Shares issued as compensation, shares	21,489
Stock-based compensation expense		353,311		353,511
Stock-based compensation expense, shares
Net loss			$ 244,928	$ 244,928
Balance at Sep. 30, 2018	$ 11,971	47,361,086	(30,168,891)	17,204,366
Balance, shares at Sep. 30, 2018	11,970,976
Balance at Dec. 31, 2018	$ 12,039	48,725,211	(30,278,805)	18,458,445
Balance, shares at Dec. 31, 2018	12,038,618
Cumulative effect of change in accounting principle related to lease accounting			(3,229)	(3,229)
Shares issued for restricted stock awards	$ 130	(130)
Shares issued for restricted stock awards, shares	130,001
Shares issued for stock options exercised	$ 102	343,683		343,785
Shares issued for stock options exercised, shares	101,878
Shares issued as compensation	$ 8	$ 106,026		$ 106,034
Shares issued as compensation, shares	8,336
Stock-based compensation expense		530,312		530,312
Stock-based compensation expense, shares
Net loss			$ 6,529	$ 6,529
Balance at Mar. 31, 2019	$ 12,279	49,705,102	(30,275,505)	19,441,876
Balance, shares at Mar. 31, 2019	12,278,833
Public offering of common shares for cash, net of offering costs	$ 1,769	21,302,057		21,303,826
Public offering of common shares for cash, net of offering costs, shares	1,769,275
Shares issued for stock options exercised	$ 61	214,253		214,314
Shares issued for stock options exercised, shares	60,295
Shares issued as compensation	$ 8	$ 135,035		$ 135,043
Shares issued as compensation, shares	8,336
Stock-based compensation expense		408,087		408,087
Stock-based compensation expense, shares
Net loss			$ 406,617	$ 406,617
Balance at Jun. 30, 2019	$ 14,117	71,764,534	(29,868,888)	41,909,763
Balance, shares at Jun. 30, 2019	14,116,739
Shares issued for stock options exercised	$ 49	206,275		206,324
Shares issued for stock options exercised, shares	48,775
Shares issued as compensation	$ 8	$ 120,697		$ 120,705
Shares issued as compensation, shares	8,336
Stock-based compensation expense		469,539		469,539
Stock-based compensation expense, shares
Net loss			$ (1,570,942)	$ (1,570,942)
Balance at Sep. 30, 2019	$ 14,174	$ 72,561,045	$ (31,439,830)	$ 41,135,389
Balance, shares at Sep. 30, 2019	14,173,850

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$ (1,157,796)	$ 336,258
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	745,928	163,418
Stock-based compensation	1,407,938	1,242,776
Stock issued for services	361,782	479,203
Change in fair value of contingent consideration	(25,000)
Changes in:
Accounts receivable	(700,549)	(1,734,128)
Prepaid expenses and other assets	(469,623)	54,108
Accounts payable	184,464	(291,831)
Revenue share payable	(240,329)	(414,722)
Accrued expenses and other liabilities	(772,953)	(139,417)
Deferred revenue	505,279	164,129
NET CASH USED IN OPERATING ACTIVITIES	(160,859)	(140,206)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment	(61,457)	(23,131)
Purchase of intangible assets	(1,000,000)	(56,651)
NET CASH USED IN INVESTING ACTIVITIES	(1,061,457)	(79,782)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net of commission costs	22,369,960	9,455,943
Offering costs related to issuance of common stock	(301,711)	(835,526)
NET CASH PROVIDED BY FINANCING ACTIVITIES	22,068,249	8,620,417
NET INCREASE IN CASH AND CASH EQUIVALENTS	20,845,933	8,400,429
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	8,914,034	5,122,573
CASH AND CASH EQUIVALENTS - END OF PERIOD	29,759,967	13,523,002
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest
Cash paid for income taxes
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Intangible asset additions included in accounts payable	500,000
Non-cash effect of cumulative adjustments to accumulated deficit	3,229
Lease liabilities arising from right of use assets	672,809
Non-cash issuance of shares to WPP, plc		$ 447,000

Nature of Business and Basis of

Nature of Business and Basis of Presentation	9 Months Ended
	Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF BUSINESS AND BASIS OF PRESENTATION	NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION The accompanying condensed consolidated financial statements include OptimizeRx Corporation and its wholly owned subsidiaries (collectively, the "Company", "we", "our", or "us"). 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 and patients. 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 services within their workflow at the point of care. The condensed consolidated financial statements for the three and nine months ended September 30, 2019 and 2018 are unaudited and have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). In the opinion of management, all adjustments necessary to present fairly our consolidated financial position as of September 30, 2019, and our results of operations and changes in stockholders' equity for the three and nine months ended September 30, 2019 and 2018 and the statements of cash flows for the nine months ended September 30, 2019 and 2018 have been made. Those adjustments consist of normal and recurring adjustments. The condensed consolidated balance sheet as of December 31, 2018 has been derived from the audited consolidated balance sheet as of that date. Certain information and note disclosures, including a detailed discussion about the Company's significant accounting policies, normally included in our annual financial statements prepared in accordance with generally accepted accounting principles ("GAAP") have been condensed or omitted. These consolidated condensed 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, 2018, as filed with the U.S. Securities and Exchange Commission on March 12, 2019. The results of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the full year. Certain reclassifications have been made in the prior period's condensed consolidated financial statements to conform to the current period's presentation.

New Accounting Standards

New Accounting Standards	9 Months Ended
	Sep. 30, 2019
Accounting Changes and Error Corrections [Abstract]
NEW ACCOUNTING STANDARDS	NOTE 2 – NEW ACCOUNTING STANDARDS In February 2016, the Financial Accounting Standards Board ("FASB") issued new accounting guidance on leases. The accounting standard, effective January 1, 2019, requires virtually all leases to be recognized on the balance sheet. Effective January 1, 2019, we adopted the standard using the modified retrospective method, under which we elected the package of practical expedients and transition provisions allowing us to bring our existing operating leases onto the consolidated balance sheet without adjusting comparative periods, but recognizing a cumulative-effect adjustment to the opening balance of accumulated deficit on January 1, 2019. Under the guidance, we have also elected not to separate lease and non-lease components in recognition of the lease-related assets and liabilities, as well as the related lease expense. We have operating leases with terms greater than 12 months for office space in three multitenant facilities, which are recorded as assets and liabilities. The lease on our headquarters space in Rochester, Michigan expires November 30, 2022, with a three-year renewal option through 2025, with monthly rent payable at rates ranging from $6,384 to $6,688. We have assumed renewal of the lease. We also have a lease on office space in Cranbury, New Jersey, expiring in 2022 with monthly payments ranging from $2,707 to $2,808, as well as a lease of approximately $1,800 per month in Zagreb, Croatia expiring in 2022. Lease-related assets, or right-of-use assets, are recognized at the lease commencement date at amounts equal to the respective lease liabilities, adjusted for prepaid lease payments, initial direct costs, and lease incentives received. Lease-related liabilities are recognized at the present value of the remaining contractual fixed lease payments, discounted using our incremental borrowing rate. Operating lease expense is recognized on a straight-line basis over the lease term, while variable lease payments are expensed as incurred. Upon adoption of the standard on January 1, 2019, we recorded approximately $462,000 of right of use assets and $465,000 of lease-related liabilities, with the difference recorded in accumulated deficit as the cumulative effect of change in accounting principle at that date. For the three and nine months ended September 30, 2019, the Company's lease cost consisted of the following components, each of which is included in operating expenses within the Company's consolidated statements of operations: Three Months Ended Nine Months Ended Operating lease cost $ 33,868 $ 98,043 Short-term lease cost (1) 11,771 30,663 Total lease cost $ 45,639 $ 128,706 (1) Short-term lease cost includes any lease with a term of less than 12 months. The table below presents the future minimum lease payments to be made under operating leases as of September 30, 2019: For the year ending December 31, 2019(a) $ 33,977 2020 138,019 2021 140,367 2022 102,367 2023 99,209 Thereafter 150,599 Total 664,538 Less: present value discount 72,861 Total lease liabilities $ 591,677 (a) For the remaining three-month period beginning October 1, 2019. The weighted average remaining lease term for operating leases is 5.2 years and the weighted average discount rate used in calculating the operating lease asset and liability is 4.5%. Cash paid for amounts included in the measurement of lease liabilities is $94,105. For the nine months ended September 30, 2019, payments on lease obligations were $79,071 and amortization on the right of use assets was $80,022. Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 provides for a new impairment model, which requires measurement and recognition of expected credit losses for most financial assets and certain other instruments, including but not limited to accounts receivable and available for sale debt securities. ASU 2016-13 will become effective for the Company on January 1, 2020 and early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating the second step of the goodwill impairment test. The second step measures a goodwill impairment loss by comparing the implied fair value of a reporting unit's goodwill with the carrying amount of that goodwill. Under ASU 2017-04, a company will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value. ASU 2017-04 will be applied prospectively and is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 modifies the disclosure requirements on fair value measurements and will become effective for the Company on January 1, 2020 and early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2019
Equity [Abstract]
STOCKHOLDERS' EQUITY	NOTE 3 – STOCKHOLDERS' EQUITY During the quarter ended June 30, 2019, in an underwritten primary offering, we issued 1,769,275 shares of our common stock for gross proceeds of $23,000,575. In connection with this transaction, we incurred equity issuance costs of $1,696,749 related to payments to the underwriter, advisors and legal fees associated with the transaction, resulting in net proceeds to the Company of $21,303,826. During the quarter ended June 30, 2018, in a private transaction, we issued 1,666,669 shares of our common stock for gross proceeds of $9,000,000. In connection with this transaction, we incurred equity issuance costs of $835,526 related to payments to advisors and legal fees associated with the transaction, resulting in net proceeds to the Company of $8,164,474. During the quarters ended September 30, 2019, June 30, 2019, and March 31, 2019, we issued 48,775, 60,295 and 89,826 shares, respectively, of our common stock and received proceeds of $206,324, $214,314, and $343,785, respectively, in connection with the exercise of stock options under our 2013 equity compensation plan. We issued an additional 12,052 shares of our common stock in the quarter ended March 31, 2019 in connection with the exercise of options using the net-settled method, whereby no cash was received, but rather the exercise price was paid by the surrender of shares underlying the options. We also issued 130,001 shares of our common stock in the quarter ended March 31, 2019 in connection with restricted stock awards awarded in 2018. We issued 141,403 and 2,002 shares of our common stock and received proceeds of $451,022 and $4,920 in connection with the exercise of options in the quarters ended September 30, 2018 and June 30, 2018, respectively. Our Director Compensation Plan calls for issuance of 2,084 shares per quarter to each independent director. In 2019, we issued 8,336 shares each quarter, valued at $106,034, $135,043, and $120,705 for the quarters ended March 31, June 30, and September 30, respectively. In 2018, we issued 6,249 shares valued at $28,875, 8,336 shares valued at $89,945, and 11,489 shares valued at $206,082 for the quarters ended March 31, June 30, and September 30, respectively. Effective May 14, 2018, in connection with our listing on the Nasdaq Capital Market, we implemented a reverse split of our common stock by exchanging each three shares of our common stock for one share. The effect of this reverse split is presented in the accompanying condensed consolidated financial statements as if it had been effective as of the beginning of the earliest period presented. We elected to round fractional shares up to the nearest whole number rather than redeem them for cash, and as a result we issued 908 additional shares. In the quarter ended March 31, 2018, we issued 100,000 shares of common stock to a subsidiary of WPP, plc, a shareholder at the time, in full payment of all amounts due under a co-marketing agreement that covered certain WPP, plc 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. In the quarter ended September 30, 2018, we issued 10,000 shares valued at $148,050 in connection with investor relations services.

Stock Based Compensation

Stock Based Compensation	9 Months Ended
	Sep. 30, 2019
Share-based Payment Arrangement [Abstract]
STOCK BASED COMPENSATION	NOTE 4 – STOCK BASED COMPENSATION We use the fair value method to account for stock-based compensation. We recorded $1,329,713 and $878,768 in compensation expense in the nine months ended September 30, 2019 and 2018, 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 period as well as options issued in the current period. The fair value of these instruments was calculated using the Black-Scholes option pricing model. There is $1,462,423 of remaining expense related to unvested options to be recognized in the future over a weighted average remaining period of less than one year. The total intrinsic value of outstanding options at September 30, 2019 is $13,318,970. The company also recorded expense related to restricted stock awards of $78,225 and $364,008 for the nine months ended September 30, 2019 and 2018, respectively. As of September 30, 2019, there is $1,513,475 of remaining expense related to unvested restricted stock awards to be recognized in the future related to 140,000 shares of restricted stock awards that are unvested at September 30, 2019.

Contingencies

Contingencies	9 Months Ended
	Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
CONTINGENCIES	NOTE 5 – CONTINGENCIES Litigation The Company is not currently involved in any legal proceedings.

(Loss) Earnings per Share

(Loss) Earnings per Share	9 Months Ended
	Sep. 30, 2019
Earnings Per Share [Abstract]
(LOSS) EARNINGS PER SHARE	NOTE 6 – (LOSS) EARNINGS PER SHARE The following table sets forth the computation of basic and diluted (loss) earnings per share. Three Months Ended Nine Months Ended 2019 2018 2019 2018 Numerator Net (loss) income $ (1,570,942 ) $ 244,928 $ (1,157,796 ) $ 336,258 Denominator Weighted average shares outstanding used in computing (loss) earnings per share Basic 14,146,489 11,755,500 12,996,590 10,840,584 Effect of dilutive stock options, warrants, and unvested restricted stock awards - 1,166,268 - 936,170 Diluted 14,146,489 12,921,768 12,996,590 11,776,754 (Loss) earnings per share Basic $ (0.11 ) $ 0.02 $ (0.09 ) $ 0.03 Diluted $ (0.11 ) $ 0.02 $ (0.09 ) $ 0.03 No calculation of diluted earnings per share is included for 2019 as the effect of the calculation would be antidilutive.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2019
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 7 – SUBSEQUENT EVENTS In October 2019, we completed the acquisition of 100% of the outstanding shares of RMDY Health, Inc., a privately held leading provider of collaborative digital therapeutics SaaS solutions for the healthcare industry. This strategic acquisition allows us to extend our ability to engage doctors and patients for our pharmaceutical clients, introduce important client segments to our solution site, and continue expanding on our patient engagement revenue stream. The purchase price was $16.0 million, which will be adjusted for final working capital acquired. Total cash paid in October as part of the transaction was $8.7 million, which included payments for closing indebtedness, transaction expenses, escrows, and payments to RMDY Health stockholders. There were approximately $300,000 of costs directly related to the acquisition included in the condensed consolidated statements of operations for the three and nine months ended September 30, 2019 as well. Additionally, a portion of the purchase price, $5.9 million, is payable in shares of our common stock, and 382,893 shares will be issued in November 2019 in connection with this acquisition. Additional shares may be issued in future years at the time of the escrow release. Two additional payments not to exceed $30.0 million may become due as part of an earnout in the amount of 1.75 times the amount that we exceed $4.0 million of revenues related to the "RMDY" product in 2020, and 1.75 times the amount that we exceed 2020 revenues related to the "RMDY" product in 2021. Since the acquisition occurred subsequent to September 30, 2019, no results from operations of RMDY Health are included in our consolidated statement of operations for the three and nine months ended September 30, 2019. It is currently impractical to disclose a preliminary purchase price allocation of RMDY Health or pro forma financial information combining both companies as of the earliest period presented in these financial statements as RMDY Health is currently in the process of both closing its books and records and converting them to U.S. GAAP. Notwithstanding the foregoing, all required financial information concerning the RMDY Health acquisition will be included in an amended 8K with a due date of December 19, 2019. In accordance with ASC 855-10, we have analyzed events and transactions that occurred subsequent to September 30, 2019 through the date these financial statements were issued and have determined that other than as discussed above, we do not have any material subsequent events to disclose or recognize in these financial statements.

New Accounting Standards (Table

New Accounting Standards (Tables)	9 Months Ended
	Sep. 30, 2019
Accounting Changes and Error Corrections [Abstract]
Schedule of operating expenses	Three Months Ended Nine Months Ended Operating lease cost $ 33,868 $ 98,043 Short-term lease cost (1) 11,771 30,663 Total lease cost $ 45,639 $ 128,706 (1) Short-term lease cost includes any lease with a term of less than 12 months.
Schedule of future minimum lease payments	For the year ending December 31, 2019(a) $ 33,977 2020 138,019 2021 140,367 2022 102,367 2023 99,209 Thereafter 150,599 Total 664,538 Less: present value discount 72,861 Total lease liabilities $ 591,677 (a) For the remaining three-month period beginning October 1, 2019.

(Loss) Earnings per Share (Tabl

(Loss) Earnings per Share (Tables)	9 Months Ended
	Sep. 30, 2019
Earnings Per Share [Abstract]
Schedule of basic and diluted earnings per share	Three Months Ended Nine Months Ended 2019 2018 2019 2018 Numerator Net (loss) income $ (1,570,942 ) $ 244,928 $ (1,157,796 ) $ 336,258 Denominator Weighted average shares outstanding used in computing (loss) earnings per share Basic 14,146,489 11,755,500 12,996,590 10,840,584 Effect of dilutive stock options, warrants, and unvested restricted stock awards - 1,166,268 - 936,170 Diluted 14,146,489 12,921,768 12,996,590 11,776,754 (Loss) earnings per share Basic $ (0.11 ) $ 0.02 $ (0.09 ) $ 0.03 Diluted $ (0.11 ) $ 0.02 $ (0.09 ) $ 0.03

New Accounting Standards (Detai

New Accounting Standards (Details) - USD ($)		3 Months Ended	9 Months Ended
		Sep. 30, 2019	Sep. 30, 2019
Accounting Changes and Error Corrections [Abstract]
Operating lease cost		$ 33,868	$ 98,043
Short-term lease cost	[1]	11,771	30,663
Total lease cost		$ 45,639	$ 128,706
[1]	Short-term lease cost includes any lease with a term of less than 12 months.

New Accounting Standards (Det_2

New Accounting Standards (Details 1)	Sep. 30, 2019USD ($)
For the year ending December 31,
2019	$ 33,977	[1]
2020	138,019
2021	140,367
2022	102,367
2023	99,209
Thereafter	150,599
Total	664,538
Less: present value discount	72,861
Total lease liabilities	$ 591,677
[1]	For the remaining three-month period beginning October 1, 2019.

New Accounting Standards (Det_3

New Accounting Standards (Details Textual) - USD ($)	Jan. 02, 2019	Sep. 30, 2019	Dec. 31, 2018
New Accounting Standards (Textual)
Right of use assets	$ 462,000	$ 587,497
Weighted average remaining lease term		5 years 2 months 12 days
Weighted average discount rate		4.50%
Lease-related liabilities	$ 465,000	$ 94,105
Payments on lease obligations		79,071
Amortization on right of use assets		$ 80,022
Description of lease		We have operating leases with terms greater than 12 months for office space in three multitenant facilities, which are recorded as assets and liabilities. The lease on our headquarters space in Rochester, Michigan expires November 30, 2022, with a three-year renewal option through 2025, with monthly rent payable at rates ranging from $6,384 to $6,688. We have assumed renewal of the lease. We also have a lease on office space in Cranbury, New Jersey, expiring in 2022 with monthly payments ranging from $2,707 to $2,808, as well as a lease of approximately $1,800 per month in Zagreb, Croatia expiring in 2022.
Michigan [Member]
New Accounting Standards (Textual)
Lease term		3 years
Lease expiration date		Nov. 30, 2022
Michigan [Member] | Minimum [Member]
New Accounting Standards (Textual)
Payments on lease obligations		$ 6,384
Michigan [Member] | Maximum [Member]
New Accounting Standards (Textual)
Payments on lease obligations		$ 6,688
New Jersey [Member]
New Accounting Standards (Textual)
Lease expiration date		Dec. 31, 2022
New Jersey [Member] | Minimum [Member]
New Accounting Standards (Textual)
Payments on lease obligations		$ 2,707
New Jersey [Member] | Maximum [Member]
New Accounting Standards (Textual)
Payments on lease obligations		$ 2,808

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($)	May 14, 2018	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018
Stockholders' Equity (Textual)
Shares of common stock issued, value			$ 21,303,826			$ 8,164,474
Reserve stock split, description	We implemented a reverse split of our common stock by exchanging each three shares of our common stock for one share.
Shares issued	908
Director [Member]
Stockholders' Equity (Textual)
Compensation plan issuance of shares		2,084
Shares of common stock issued		8,336	8,336	8,336	11,489	8,336	6,249
Shares of common stock issued, value		$ 120,705	$ 135,043	$ 106,034	$ 206,082	$ 89,945	$ 28,875
WPP, plc [Member]
Stockholders' Equity (Textual)
Shares of common stock issued							100,000
Investor Relations Services [Member]
Stockholders' Equity (Textual)
Shares of common stock issued					10,000
Shares of common stock issued, value					$ 148,050
Restricted Stock [Member]
Stockholders' Equity (Textual)
Shares of common stock issued				130,001
Stock Options [Member]
Stockholders' Equity (Textual)
Shares of common stock issued		48,775	60,295	89,826	141,403	2,002
Shares of common stock issued, value		$ 206,324	$ 214,314	$ 343,785	$ 451,022	$ 4,920
Additionally common stock issued				12,052
Underwriter [Member]
Stockholders' Equity (Textual)
Shares of common stock issued			1,769,275
Gross proceeds of common stock amount			$ 23,000,575
Payments for legal settlements			1,696,749
Net proceeds issuance of common stock			$ 21,303,826
Private Placement [Member]
Stockholders' Equity (Textual)
Shares of common stock issued						1,666,669
Gross proceeds of common stock amount						$ 9,000,000
Payments for legal settlements						835,526
Net proceeds issuance of common stock						$ 8,164,474

Stock Based Compensation (Detai

Stock Based Compensation (Details) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Stock Based Compensation (Textual)
Compensation expense	$ 1,329,713	$ 878,768
Remaining expense related to unvested options to be recognized in future	1,462,423
Intrinsic value of options outstanding	13,318,970
Restricted stock expense	78,225	$ 364,008
Unvested restricted stock expense	$ 1,513,475
Unvested restricted stock awards shares	140,000

(Loss) Earnings per Share (Deta

(Loss) Earnings per Share (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Numerator
Net (loss) income	$ (1,570,942)	$ 244,928	$ (1,157,796)	$ 336,258
Weighted average shares outstanding used in computing (loss) earnings per share
Basic	14,146,489	11,755,500	12,996,590	10,840,584
Effect of dilutive stock options, warrants, and unvested restricted stock awards		1,166,268		936,170
Diluted	14,146,489	12,921,768	12,996,590	11,766,754
(Loss) earnings per share
Basic	$ (0.11)	$ 0.02	$ (0.09)	$ 0.03
Diluted	$ (0.11)	$ 0.02	$ (0.09)	$ 0.03

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	1 Months Ended		3 Months Ended	9 Months Ended
	Oct. 31, 2019	Oct. 30, 2019	Sep. 30, 2019	Sep. 30, 2019	Sep. 30, 2018	Nov. 30, 2019	Dec. 31, 2018
Subsequent Events (Textual)
Issued shares of common stock			14,173,850	14,173,850		382,893	12,038,618
Proceeds from issuance of common stock				$ 22,369,960	$ 9,455,943
Purchase price	$ 16,000,000					$ 5,900,000
Total cash paid	$ 8,700,000
Acquisition costs,period cost			$ 300,000	$ 300,000
RMDY Health Inc [Member]
Subsequent Events (Textual)
Acquisition of the outstanding shares	100.00%
Description of acquisition		Two additional payments not to exceed $30.0 million may become due as part of an earnout in the amount of 1.75 times the amount that we exceed $4.0 million of revenues related to the "RMDY" product in 2020, and 1.75 times the amount that we exceed 2020 revenues related to the "RMDY" product in 2021.