OptimizeRx (OPRX) 10-Q 15 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 10, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Information [Line Items]
Entity Registrant Name	OptimizeRx Corporation
Entity Central Index Key	0001448431
Entity File Number	001-38543
Entity Tax Identification Number	26-1265381
Entity Incorporation, State or Country Code	NV
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	260 Charles Street
Entity Address, Address Line Two	Suite 302
Entity Address, City or Town	Waltham
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02453
Entity Phone Fax Numbers [Line Items]
City Area Code	248
Local Phone Number	651-6568
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, par value $0.001
Trading Symbol	OPRX
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		18,269,823

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 15,177	$ 13,852
Accounts receivable, net of allowance for credit losses of $371 and $480 at March 31, 2024 and December 31, 2023, respectively	29,748	36,253
Taxes receivable	1,036	1,036
Prepaid expenses and other	2,390	3,190
Total current assets	48,351	54,331
Property and equipment, net	153	149
Other assets
Goodwill	78,357	78,357
Other intangibles, net	14,882	15,198
Tradename and customer relationships, net	33,596	34,198
Operating lease right of use assets, net	527	573
Security deposits and other assets	501	568
Total other assets	127,863	128,894
TOTAL ASSETS	176,367	183,374
Current liabilities
Current portion of long-term debt	3,500	2,000
Accounts payable – trade	1,665	2,227
Accrued expenses	7,278	7,706
Revenue share payable	2,814	5,506
Taxes payable	371	49
Current portion of lease liabilities	233	222
Deferred revenue	904	172
Total current liabilities	16,765	17,882
Non-current liabilities
Long-term debt, net	32,413	34,231
Lease liabilities, net of current portion	314	371
Deferred tax liabilities, net	4,337	4,337
Total liabilities	53,829	56,821
Commitments and contingencies (See note 10)
Stockholders’ equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding at March 31, 2024 or December 31, 2023
Common stock, $0.001 par value, 166,666,667 shares authorized, 19,921,879 and 19,899,679 shares issued at March 31, 2024 and December 31, 2023, respectively	20	20
Treasury stock, $0.001 par value, 1,741,397 shares held at March 31, 2024 and December 31, 2023	(2)	(2)
Additional paid-in-capital	193,677	190,793
Accumulated deficit	(71,157)	(64,258)
Total stockholders’ equity	122,538	126,553
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 176,367	$ 183,374

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Accounts receivable, net of allowance for credit losses (in Dollars)	$ 371	$ 480
Preferred stock, par value (in Dollars per share)	$ 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 (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	166,666,667	166,666,667
Common stock, shares issued	19,921,879	19,899,679
Treasury stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Treasury stock, shares held	1,741,397	1,741,397

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Net revenue	$ 19,690	$ 13,003
Cost of revenues, exclusive of depreciation and amortization presented separately below	7,486	5,570
Gross profit	12,204	7,433
Operating expenses
General and administrative expenses	16,166	14,032
Depreciation and amortization	1,067	464
Total operating expenses	17,233	14,496
Loss from operations	(5,029)	(7,063)
Other income (expense)
Interest expense	(1,546)
Interest income	20	665
Total other income (expense), net	(1,526)	665
Loss before provision for income taxes	(6,555)	(6,398)
Provision for income taxes	(344)
Net loss	$ (6,899)	$ (6,398)
Weighted average number of shares outstanding – basic (in Shares)	18,170,108	17,094,676
Weighted average number of shares outstanding – diluted (in Shares)	18,170,108	17,094,676
Loss per share – basic (in Dollars per share)	$ (0.38)	$ (0.37)
Loss per share – diluted (in Dollars per share)	$ (0.38)	$ (0.37)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) $ in Thousands	Common Stock	Treasury Stock	Additional Paid in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2022	$ 18	$ (1)	$ 172,786	$ (46,692)	$ 126,111
Balance (in Shares) at Dec. 31, 2022	18,288,571	(1,214,398)
Stock based compensation expense Options			1,467		1,467
Stock based compensation expense Restricted stock			2,914		2,914
Issuance of common stock options exercised (in Shares)	9,668
Issuance of common stock options exercised			40		40
Issuance of common stock restricted stock units vested			(171)		(171)
Issuance of common stock restricted stock units vested (in Shares)	33,272
Net loss				(6,398)	(6,398)
Balance at Mar. 31, 2023	$ 18	$ (1)	177,036	(53,090)	123,963
Balance (in Shares) at Mar. 31, 2023	18,331,511	(1,214,398)
Balance at Dec. 31, 2023	$ 20	$ (2)	190,793	(64,258)	126,553
Balance (in Shares) at Dec. 31, 2023	19,899,679	(1,741,397)
Stock based compensation expense Options			1,353		1,353
Stock based compensation expense Restricted stock			1,671		1,671
Issuance of common stock options exercised
Issuance of common stock restricted stock units vested			(140)		(140)
Issuance of common stock restricted stock units vested (in Shares)	22,200
Net loss				(6,899)	(6,899)
Balance at Mar. 31, 2024	$ 20	$ (2)	$ 193,677	$ (71,157)	$ 122,538
Balance (in Shares) at Mar. 31, 2024	19,921,879	(1,741,397)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
OPERATING ACTIVITIES:
Net loss	$ (6,899)	$ (6,398)
Adjustments to reconcile net loss to net cash provided by (used in) provided by operating activities:
Depreciation and amortization	1,067	464
Stock-based compensation	3,024	4,381
Bad debt expense	132	128
Amortization of debt issuance costs	182
Changes in:
Accounts receivable	6,373	3,862
Prepaid expenses and other assets	800	(1,734)
Accounts payable	(562)	(261)
Revenue share payable	(2,692)	(623)
Accrued expenses and other liabilities	(362)	(476)
Taxes payable	323
Deferred revenue	732	571
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	2,118	(86)
INVESTING ACTIVITIES:
Purchase of property and equipment	(32)	(29)
Purchases of held-to-maturity investments		(56,927)
Redemptions of held-to-maturity investments		55,600
Capitalized software development costs	(121)	(194)
NET CASH USED IN INVESTING ACTIVITIES	(153)	(1,550)
FINANCING ACTIVITIES:
Cash paid for employee withholding taxes related to the vesting of restricted stock units	(140)	(171)
Proceeds from exercise of stock options		40
Repayment of long-term debt	(500)
NET CASH USED IN FINANCING ACTIVITIES	(640)	(131)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	1,325	(1,767)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	13,852	18,210
CASH AND CASH EQUIVALENTS - END OF PERIOD	15,177	16,441
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	1,350
Cash paid for income taxes	$ 21

Nature of Business and Basis of

Nature of Business and Basis of Presentation	3 Months Ended
	Mar. 31, 2024
Nature of Business and Basis of Presentation [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 digital health technology company enabling care-focused engagement between life sciences organizations, healthcare providers, and patients at critical junctures throughout the patient care journey. Connecting over two million U.S. healthcare providers and millions of their patients through an intelligent technology platform embedded within a proprietary point-of-care network, as well as mass digital communications channels, OptimizeRx helps life sciences organizations engage and support their customers. The condensed consolidated financial statements for the three months ended March 31, 2024 and 2023 have been prepared by us without audit 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 financial position at March 31, 2024, and our results of operations, changes in stockholders’ equity, and cash flows for the three months ended March 31, 2024 and 2023, have been made. Those adjustments consist of normal and recurring adjustments. The condensed consolidated balance sheet as of December 31, 2023, has been derived from the audited consolidated condensed 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 consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with a reading of the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on April 15, 2024 (“Form 10-K”). The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full year. On October 24, 2023, the Company acquired 100% of the issued and outstanding preferred and common stock of Healthy Offers, Inc., a Nevada corporation d/b/a Medicx Health (“Medicx Health”) - See Part II, Item 8. Financials Statements and Supplementary Data; Note 3 - Acquisitions in our Form 10-K for additional information regarding this transaction. The following presents the pro-forma consolidated statement of operations as if Medicx Health had been included in the consolidated results of the Company for the three months ended March 31, 2023: Pro-forma consolidated statement of operations Revenue $ 21,031 Net loss (8,632 ) These amounts have been calculated after applying the Company’s accounting policies, adjusting Medicx Health results to reflect the additional amortization that would have been charged assuming the fair value adjustments to intangible assets had been applied on January 1, 2023, interest expense associated with the term loan and elimination of interest income on short-term investments that were used to fund the acquisition. During the year ended December 31, 2023, the Company disposed of its non-core Access solutions - See Part II, Item 8. Financials Statements and Supplementary Data; Note 7 - Goodwill and Intangible Assets in our Form 10-K for additional information regarding this transaction. A pro-forma statement of operations for the three months ended March 31, 2023, is not presented for this transaction as the pro-forma impacts were not material to the Company’s consolidated results. The Revenue presented in the pro-forma financial consolidated statement of operations data above includes $1,876 related to Access and other non-core solutions for which no revenue was recorded in the three months ended March 31, 2024, (see also the discussion under Net Revenues in Results of Operations for the Three Months Ended March 31, 2024 and 2023 in Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations).

New Accounting Pronouncements

New Accounting Pronouncements	3 Months Ended
	Mar. 31, 2024
New Accounting Pronouncements [Abstract]
NEW ACCOUNTING PRONOUNCEMENTS	NOTE 2 – NEW ACCOUNTING PRONOUNCEMENTS In November 2023, the FASB issued ASU No. 2023-07 (“ASU 2023-07”), Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 requires annual and interim disclosures that are expected to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. The provisions of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2023-07. In December 2023, the FASB issued ASU No. 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 addresses investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This update also includes certain other amendments to improve the effectiveness of income tax disclosures. The provisions of ASU 2023-09 are effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2023-09.

Capitalized Software Costs

Capitalized Software Costs	3 Months Ended
	Mar. 31, 2024
Capitalized Software Costs [Abstract]
CAPITALIZED SOFTWARE COSTS	NOTE 3 – CAPITALIZED SOFTWARE COSTS The Company capitalizes certain development costs incurred in connection with software development for internal-use software platforms used in operations and for providing services to our customers. Costs incurred in the preliminary stages of development are expensed as incurred. Once software has reached the development stage, internal and external costs, if direct, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized internal use software development costs are included in intangible assets and are amortized on a straight-line basis over the estimated useful life of the software platforms and are included in depreciation and amortization within operating expenses in the consolidated statements of operations. Amortization of capitalized internal use software expense for the three months ended March 31, 2024 and 2023 was $71 and $48, respectively. The Company accumulates capitalizable costs related to current projects in a construction in process (“CIP”) software account, the balance of which was $351 and $696 at March 31, 2024 and December 31, 2023, respectively.

Revenues

Revenues	3 Months Ended
	Mar. 31, 2024
Revenues [Abstract]
REVENUES	NOTE 4 – REVENUES Under ASC 606, Revenue from Contracts with Customers Revenues are primarily generated from content delivery activities in which the Company delivers financial, clinical, or brand messaging through a distribution network of eprescribers and electronic health record technology providers (channel partners), directly to consumers, or from reselling services that complement the business. This content delivery for a customer is referred to as a program. Unless otherwise specified, revenue is recognized based on the selling price to customers. The Company’s contracts are generally all less than one year and the primary performance obligation is delivery of messages, or content, but the contract may contain additional services. Additional services may include program design, which is the design of the content delivery program, set up, and reporting. We consider set up and reporting services to be complimentary to the primary performance obligation and recognized through performance of the delivery of content. We consider program design and related consulting services to be performance obligations separate from the delivery of messages. The net contract balance for contracts in progress at March 31, 2024 and December 31, 2023, was $33,568 and $2,021, respectively. The outstanding performance obligations are expected to be satisfied during the year ended December 31, 2024. In certain circumstances, the Company will offer sales rebates to customers based on spend volume. Rebates are typically contracted based on a quarterly or annual spend amount based on a volume threshold or tiered model. At the beginning of the year, the rebate percentage is estimated based on input from the sales team and analysis of prior year sales. Thereafter, the open contract balance for the customer is assessed quarterly to ensure the estimated rebate percentage being used for the rebate accrual remains reasonable. The estimated amount of variable consideration will be included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. For the year ended 2023 and during the first quarter of 2024, there were two contracts with customers that included a rebate clause. As the content is distributed through the platform and network of channel partners (a transaction), these transactions are recorded, and revenue is recognized over time as the distributions occur. Revenue for transactions can be realized based on a price per message, a price per redemption, as a flat fee occurring over a period of time, or upon completion of the program, depending on the client contract. The Company recognizes setup fees that are required for integrating client offerings and campaigns into the rule-based content delivery system and network over the life of the initial program, based either on time, or units delivered, depending upon which is most appropriate in the specific situation. Should a program be cancelled before completion, the balance of set up revenue is recognized at the time of cancellation, as set up fees are nonrefundable. Additionally, the Company also recognizes revenue for providing program performance reporting and maintenance. This reporting revenue is recognized over time as the messages are delivered. Program design, which is the design of the content delivery program, and related consulting services are recognized as services are performed. In some instances, we also resell messaging solutions that are available through channel partners that are complementary to the core business and client base. These partner specific solutions are frequently similar to our own solutions and revenue recognition for these programs is the same as described above. In instances where we sell solutions on a commission basis, net revenue is recognized based on the commission-based revenue split that we receive. In instances where we resell these messaging solutions and have all financial risk and significant operation input and risk, we record the revenue based on the gross amount sold and the amount paid to the channel partner as a cost of sales. The Company has several signed contracts with customers for the distribution of 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. Deferred revenue was $904 and $172 as of March 31, 2024 and December 31, 2023, respectively. The contracts are all short term in nature and all revenue is expected to be recognized within 12 months, or less. The following is a summary of activity for the deferred revenue account for the three months ended March 31: 2024 2023 Balance January 1 $ 172 $ 164 Revenue recognized (3,229 ) (2,444 ) Amount collected 3,961 3,015 Balance March 31 $ 904 $ 735 Disaggregation of Revenue Consistent with ASC Topic 606, we have disaggregated our revenue by timing of revenue recognition. The majority of our revenue is recognized over time as solutions are provided. A small portion of our revenue related to program development, solution architect design, and other solutions is recognized at a point in time upon delivery to customers. A break down is set forth in the table below. Three Months Ended 2024 2023 Revenue recognized over time $ 16,925 $ 12,573 Revenue recognized at a point in time 2,765 430 Total Revenue $ 19,690 $ 13,003 Accounts receivable are reported at realizable value, net of allowances for credit losses, which is estimated and recorded in the period the related revenue is recorded. The Company does not seek collateral to secure its accounts receivable and amounts billed are generally due within a short period of time based on terms and conditions normal for our industry. 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. If current or expected future economic trends, events, or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Past-due receivable balances are written off when the Company’s collection efforts have been exhausted. The following is a summary of changes in the allowance for credit losses for the three months ended March 31,: 2024 2023 Balance at January 1, $ 239 $ 352 Bad debt expense 132 128 Write-offs — — Balance at March 31, $ 371 $ 480

Long-Term Debt

Long-Term Debt	3 Months Ended
	Mar. 31, 2024
Long-Term Debt [Abstract]
LONG-TERM DEBT	NOTE 5 – LONG-TERM DEBT Long-term debt, net March 31, December 31, Term loan, due in 2027 $ 37,790 $ 38,290 Less: current portion (3,500 ) (2,000 ) Less: unamortized issuance costs (1,877 ) (2,059 ) Long-term debt, net $ 32,413 $ 34,231 As of March 31, 2024, the Term loan bears interest at 14.1%, with an effective rate of 16.0%, including the impact of the amortization of debt issuance costs of $182 for the three months ended March 31, 2024. The Company was in full compliance with the financial covenants associated with the Term loan. The Term Loan is repayable in quarterly installments, beginning December 31, 2023, equivalent to 1.25% or $500,000, of the original principal amount, with the outstanding unpaid principal and all accrued but unpaid interest due and payable on the earlier of (i) the fourth anniversary of the closing date of the Term Loan or (ii) the date on which the Term Loan is declared due and payable pursuant to the terms of the Financing. In addition, the Company is required to make a mandatory prepayment on March 31, of each year, commencing with 2025, equivalent to Excess Cash Flow multiplied by a percentage factor of 25%, if the leverage ratio is 3.60 to 1.00 or less, 50% if the leverage ratio is greater than 3.60 to 1 or less than or equal; to 4.10 to 1.00 and 75%, if the leverage ratio is greater than 4.10 to 1.00. Excess Cash Flow is defined in the Financing as Consolidated EBITDA for the previous fiscal year less scheduled principal and interest payments, capital expenditure, cash taxes and any cash expenses/gains added back to net income in the calculation of Consolidated EBITDA, adjusted for any increase/decrease in working capital during the fiscal year. Repayments due under the terms of the Term loan, including an estimate of the amount associated with the Excess Cash Flow calculation discussed above, for the remainder of the current and in each of the next three fiscal years are as follows: As of March 31, 2024 2024 (remainder) $ 1,500 2025 3,500 2026 2,000 2027 30,790 $ 37,790

Leases

Leases	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
LEASES	NOTE 6 – LEASES We had operating leases with terms greater than 12 months for office space in four multi-tenant facilities, which are recorded as Operating lease right-of-use assets and Operating lease liabilities. For the three months ended March 31, 2024 and 2023, the Company’s lease cost consists of the following components, each of which is included in operating expenses within the Company’s condensed consolidated statements of operations: Three Months Ended 2024 2023 Operating lease cost $ 62 $ 25 Short-term lease cost 1 8 Total lease cost $ 63 $ 33 The table below presents the future minimum lease payments to be made under operating leases in each of the remainder of the current and next four fiscal years and thereafter: As of March 31, 2024 2024 (remainder) $ 196 2025 187 2026 114 2027 66 2028 45 Thereafter — Total 608 Less: discount 61 Total lease liabilities $ 547 The weighted average remaining lease term at March 31, 2024 for the operating lease is 3.0 years, and the weighted average discount rate used in calculating the operating lease asset and liability is 6.75%. Cash paid for amounts included in the measurement of lease liabilities was $54 and $22 for the three months ended March 31, 2024 and 2023, respectively. For the three months ended March 31, 2024 and 2023, payments on lease obligations were $65 and $25, respectively, and amortization on the right of use assets was $51 and $25, respectively.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2024
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' EQUITY	NOTE 7 – STOCKHOLDERS’ EQUITY Preferred Stock The Company had 10,000,000 shares of preferred stock, $0.001 par value per share, authorized as of March 31, 2024. No Common Stock The Company had 166,666,667 shares of common stock, $0.001 par value per share, authorized as of March 31, 2024. There were 18,180,482 and 18,158,282 shares of common stock outstanding, net of shares held in treasury of 1,741,397 and 1,741,397 at March 31, 2024 and December 31, 2023, respectively. During the three months ended March 31, 2024, the Company issued no shares of our common stock, and received no proceeds in connection with the exercise of options under our 2013 Incentive Plan and our 2021 Equity Incentive Plan. The Company issued 22,200 shares of common stock in the three months ended March 31, 2024, in connection with the vesting of restricted stock units under our 2013 Incentive Plan and our 2021 Equity Incentive Plan. Some of the participants utilized a net withhold settlement method, in which shares were surrendered to cover payroll withholding taxes. Of the shares issued to participants during the three months ended March 31, 2024, 9,423 shares, valued at $140, were surrendered and subsequently cancelled. During the three months ended March 31, 2023, the Company issued 9,668 shares of our common stock and received proceeds of $40, in connection with the exercise of options under our 2013 Incentive Plan. The Company issued 33,272 shares of common stock in the three months ended March 31, 2023, in connection with the vesting of restricted stock units under our 2013 Incentive Plan and our 2021 Equity Incentive Plan. 9,502 shares valued at $171 were surrendered in connection with the net withhold settlement method and were subsequently cancelled. Treasury Stock During the quarter ended March 31, 2023, the Board authorized a share repurchase program, under which the Company could repurchase up to $15.0 million of its outstanding common stock. This stock repurchase authorization expired on March 12, 2024. During each of the quarters ended , the Company did not repurchase any of its outstanding shares of common stock. Stock Options The compensation expense related to options for the three months ended March 31, 2024 and 2023 was $1,353 and $1,467, respectively. The fair value of these instruments was calculated using the Black-Scholes option pricing model. There is $7,479 of remaining expense related to unvested options to be recognized in the future over a weighted average period of 1.59 years. The total intrinsic value of outstanding options at March 31, 2024 was $492. During 2023, the Company granted certain performance-based stock options, the expense for which will be recorded over time once the achievement of the performance is deemed probable. There was no expense related to these options recorded during the period. Restricted Stock Units The Company recorded $1,671 and $2,914 in compensation expense related to restricted stock units for the three months ended March 31, 2024 and 2023, respectively. A total of $9,967 remains to be recognized at March 31, 2024 over a weighted average period of 1.67 years. During 2022, the Company granted certain performance based restricted stock units, the expense for which will be recorded over time once the achievement of the performance is deemed probable. There was no expense related to these restricted stock units recorded during the period. The director’s compensation program calls for the grant of restricted stock units with a one year vesting period. There was $199 and $185 included in the compensation expense discussed above related to director’s compensation for the periods ended March 31, 2024 and 2023, respectively.

Loss Per Share

Loss Per Share	3 Months Ended
	Mar. 31, 2024
Loss Per Share [Abstract]
LOSS PER SHARE	NOTE 8 – LOSS PER SHARE Basic earnings per share (“EPS”) is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. The number of shares related to options and restricted stock units included in diluted EPS is based on the “Treasury Stock Method” prescribed in ASC 260-10, Earnings per Share The following table sets forth the computation of basic and diluted net loss per share. Three Months Ended 2024 2023 Numerator Net loss $ (6,899 ) $ (6,398 ) Denominator Weighted average shares outstanding used in computing net loss per share Basic 18,170,108 17,094,676 Effect of dilutive stock options, warrants, and stock grants — — Diluted 18,170,108 17,094,676 Net loss per share Basic $ (0.38 ) $ (0.37 ) Diluted $ (0.38 ) $ (0.37 ) The number of common shares potentially issuable upon the exercise of certain options and the vesting of certain restricted stock units that were excluded from the diluted loss per common share calculation are reflected in the table below. Three Months Ended Weighted average number of shares for the periods ended 2024 2023 Options 22,522 34,055 Unvested restricted stock unit awards 83,237 59,749 Total 105,759 93,804

Commitments and Contingent Liab

Commitments and Contingent Liabilities	3 Months Ended
	Mar. 31, 2024
Commitments and Contingent Liabilities [Abstract]
COMMITMENTS AND CONTINGENT LIABILITIES	NOTE 9 – COMMITMENTS AND CONTINGENT LIABILITIES Litigation From time to time, the Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are currently not a party to any material legal or administrative proceedings, and we are not aware of any pending or threatened material legal or administrative proceedings against us. Commitments From time to time, the Company enters into arrangements with partners to acquire minimum amounts of media, data or messaging capabilities. As of March 31, 2023, the Company had commitments for future minimum payments of $22.6 million that will be reflected in cost of revenues during the years from 2024 through 2028. Minimum payments are due in the remainder of 2024 and fiscal 2025, 2026, 2027 and 2028 in the amounts of $8.5 million, $8.3 million, $3.3 million, $2.4 million and $0.1 million, respectively.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2024
Income Taxes [Abstract]
INCOME TAXES	NOTE 10 – INCOME TAXES The Company reported a provision for income taxes of $344 for the three months ended March 31, 2024, representing an effective tax rate of (5.2)%. The effective tax rate for the three months ended March 31, 2024 reflects the impact of certain permanent items, projected increases in our valuation allowance during the year and discrete items for the quarter related to stock based compensation. There was no provision for or benefit from taxes in the three months ended March 31, 2023, as we carried a full valuation allowance against our net deferred tax assets due to our history of losses. As discussed in our annual report on Form 10-K for the year ended December 31, 2023, we had net operating loss carry-forwards for federal income tax purposes of approximately $16.7 million as of December 31, 2023.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 – SUBSEQUENT EVENTS NONE

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (6,899)	$ (6,398)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Nature of Business and Basis _2

Nature of Business and Basis of Presentation (Tables)	3 Months Ended
	Mar. 31, 2024
Nature of Business and Basis of Presentation [Abstract]
Schedule of Pro-Forma Consolidated Statement of Operations	The following presents the pro-forma consolidated statement of operations as if Medicx Health had been included in the consolidated results of the Company for the three months ended March 31, 2023: Pro-forma consolidated statement of operations Revenue $ 21,031 Net loss (8,632 )

Revenues (Tables)

Revenues (Tables)	3 Months Ended
	Mar. 31, 2024
Revenues [Abstract]
Schedule of the Allowance for Credit Losses	The following is a summary of activity for the deferred revenue account for the three months ended March 31: 2024 2023 Balance January 1 $ 172 $ 164 Revenue recognized (3,229 ) (2,444 ) Amount collected 3,961 3,015 Balance March 31 $ 904 $ 735
Schedule of Revenue Recognition	A break down is set forth in the table below. Three Months Ended 2024 2023 Revenue recognized over time $ 16,925 $ 12,573 Revenue recognized at a point in time 2,765 430 Total Revenue $ 19,690 $ 13,003
Schedule of the Allowance for Credit Losses	The following is a summary of changes in the allowance for credit losses for the three months ended March 31,: 2024 2023 Balance at January 1, $ 239 $ 352 Bad debt expense 132 128 Write-offs — — Balance at March 31, $ 371 $ 480

Long-Term Debt (Tables)

Long-Term Debt (Tables)	3 Months Ended
	Mar. 31, 2024
Long-Term Debt [Abstract]
Schedule of Long-term Debt, Net	Long-term debt, net March 31, December 31, Term loan, due in 2027 $ 37,790 $ 38,290 Less: current portion (3,500 ) (2,000 ) Less: unamortized issuance costs (1,877 ) (2,059 ) Long-term debt, net $ 32,413 $ 34,231
Schedule of Repayments Due to Term loan	Repayments due under the terms of the Term loan, including an estimate of the amount associated with the Excess Cash Flow calculation discussed above, for the remainder of the current and in each of the next three fiscal years are as follows: As of March 31, 2024 2024 (remainder) $ 1,500 2025 3,500 2026 2,000 2027 30,790 $ 37,790

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
Schedule of Lease Cost	For the three months ended March 31, 2024 and 2023, the Company’s lease cost consists of the following components, each of which is included in operating expenses within the Company’s condensed consolidated statements of operations: Three Months Ended 2024 2023 Operating lease cost $ 62 $ 25 Short-term lease cost 1 8 Total lease cost $ 63 $ 33
Schedule of Future Minimum Lease Payments	The table below presents the future minimum lease payments to be made under operating leases in each of the remainder of the current and next four fiscal years and thereafter: As of March 31, 2024 2024 (remainder) $ 196 2025 187 2026 114 2027 66 2028 45 Thereafter — Total 608 Less: discount 61 Total lease liabilities $ 547

Loss Per Share (Tables)

Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2024
Loss Per Share [Abstract]
Schedule of Basic and Diluted Net Loss Per Share	The following table sets forth the computation of basic and diluted net loss per share. Three Months Ended 2024 2023 Numerator Net loss $ (6,899 ) $ (6,398 ) Denominator Weighted average shares outstanding used in computing net loss per share Basic 18,170,108 17,094,676 Effect of dilutive stock options, warrants, and stock grants — — Diluted 18,170,108 17,094,676 Net loss per share Basic $ (0.38 ) $ (0.37 ) Diluted $ (0.38 ) $ (0.37 )
Schedule of Vesting of Certain Restricted Stock Units	The number of common shares potentially issuable upon the exercise of certain options and the vesting of certain restricted stock units that were excluded from the diluted loss per common share calculation are reflected in the table below. Three Months Ended Weighted average number of shares for the periods ended 2024 2023 Options 22,522 34,055 Unvested restricted stock unit awards 83,237 59,749 Total 105,759 93,804

Nature of Business and Basis _3

Nature of Business and Basis of Presentation (Details)	3 Months Ended
	Mar. 31, 2024 USD ($)	Oct. 24, 2023
Nature of Business and Basis of Presentation [Line Items]
Number of US providers	2,000,000
Issued and outstanding share percentage		100%
Amount of net revenue (in Dollars)	$ 1,876

Nature of Business and Basis _4

Nature of Business and Basis of Presentation (Details) - Schedule of Pro-Forma Consolidated Statement of Operations $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Schedule of Pro-Forma Consolidated Statement of Operations [Abstract]
Revenue	$ 21,031
Net loss	$ (8,632)

Capitalized Software Costs (Det

Capitalized Software Costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Capitalized Software Costs [Abstract]
Amortization of software expense	$ 71	$ 48
Construction in process	$ 351		$ 696

Revenues (Details)

Revenues (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Revenues [Line Items]
Accounts receivable	$ 4,471	$ 4,198
Net contract balance	33,568	2,021
Deferred revenue	$ 904	$ 172

Revenues (Details) - Schedule o

Revenues (Details) - Schedule of Deferred Revenue - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of Deferred Revenue [Abstract]
Balance January 1	$ 172	$ 164
Revenue recognized	(3,229)	(2,444)
Amount collected	3,961	3,015
Balance March 31	$ 904	$ 735

Revenues (Details) - Schedule_2

Revenues (Details) - Schedule of Revenue Recognition - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of Revenue Recognition [Line Items]
Total Revenue	$ 19,690	$ 13,003
Revenue Recognized Over Time [Member]
Schedule of Revenue Recognition [Line Items]
Total Revenue	16,925	12,573
Revenue Recognized At a Point in Time [Member]
Schedule of Revenue Recognition [Line Items]
Total Revenue	$ 2,765	$ 430

Revenues (Details) - Schedule_3

Revenues (Details) - Schedule of the Allowance for Credit Losses - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of the Allowance for Credit Losses [Abstract]
Balance at January 1,	$ 239	$ 352
Bad debt expense	132	128
Write-offs
Balance at March 31,	$ 371	$ 480

Long-Term Debt (Details)

Long-Term Debt (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Long-Term Debt [Abstract]
Term loan bears interest percentage	14.10%
Effective rate	16%
Amortization of debt issuance costs (in Dollars)	$ 182
Repayable percentage		1.25%
Equivalent amount (in Dollars)		$ 500,000
Leverage ratio, description	In addition, the Company is required to make a mandatory prepayment on March 31, of each year, commencing with 2025, equivalent to Excess Cash Flow multiplied by a percentage factor of 25%, if the leverage ratio is 3.60 to 1.00 or less, 50% if the leverage ratio is greater than 3.60 to 1 or less than or equal; to 4.10 to 1.00 and 75%, if the leverage ratio is greater than 4.10 to 1.00.

Long-Term Debt (Details) - Sche

Long-Term Debt (Details) - Schedule of Long-term Debt, Net - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Schedule of Long-term Debt, Net [Abstract]
Term loan, due in 2027	$ 37,790	$ 38,290
Less: current portion	(3,500)	(2,000)
Less: unamortized issuance costs	(1,877)	(2,059)
Long-term debt, net	$ 32,413	$ 34,231

Long-Term Debt (Details) - Sc_2

Long-Term Debt (Details) - Schedule of Repayments Due to Term loan $ in Thousands	Mar. 31, 2024 USD ($)
Schedule of Repayments Due to Term loan [Abstract]
2024 (remainder)	$ 1,500
2025	3,500
2026	2,000
2027	30,790
Total	$ 37,790

Leases (Details)

Leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Leases [Abstract]
Weighted average remaining lease term	3 years
Weighted average discount rate	6.75%
Lease liabilities	$ 54	$ 22
Operating lease payment payments on lease obligation	65	25
Amortization right of use assets	$ 51	$ 25

Leases (Details) - Schedule of

Leases (Details) - Schedule of Lease Cost - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of Lease Cost [Abstract]
Operating lease cost	$ 62	$ 25
Short-term lease cost	1	8
Total lease cost	$ 63	$ 33

Leases (Details) - Schedule o_2

Leases (Details) - Schedule of Future Minimum Lease Payments	Mar. 31, 2024 USD ($)
Schedule of Future Minimum Lease Payments [Abstract]
2024 (remainder)	$ 196
2025	187
2026	114
2027	66
2028	45
Thereafter
Total	608
Less: discount	61
Total lease liabilities	$ 547

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Stockholders' Equity (Details) [Line Items]
Preferred stock, shares authorized	10,000,000		10,000,000
Preferred stock, par value (in Dollars per share)	$ 0.001		$ 0.001
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, shares authorized	166,666,667		166,666,667
Common stock, par value (in Dollars per share)	$ 0.001		$ 0.001
Common stock shares outstanding	18,180,482	18,158,282
Treasury common shares	1,741,397	1,741,397	1,741,397
Restricted stock withholding shares	9,423
Restricted stock withholding value (in Dollars)	$ 140,000
Proceeds of common stock received amount (in Dollars)		$ 40,000
Shares issued		9,502
Net withhold settlement method (in Dollars)		$ 171,000
Compensation expense (in Dollars)	1,353,000	1,467,000
Amount of remaining expense related to unvested options (in Dollars)	$ 7,479,000
Weighted average period term	1 year 7 months 2 days
Intrinsic value of outstanding options (in Dollars)	$ 492,000
Restricted stock units (in Dollars)	1,671,000	2,914,000
Total remains amount (in Dollars)	9,967,000
Restricted Stock Units [Member]
Stockholders' Equity (Details) [Line Items]
Compensation expense (in Dollars)	$ 199,000	185,000
Weighted average period term	1 year 8 months 1 day
Board Authorized Share Repurchase Program [Member]
Stockholders' Equity (Details) [Line Items]
Share repurchase program authorized amount (in Dollars)		$ 15,000,000
2021 Incentive Plan [Member] | Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock shares issued	22,200
2013 Incentive Plan [Member]
Stockholders' Equity (Details) [Line Items]
Common stock shares issued		9,668
Proceeds of common stock received amount (in Dollars)		$ 40
2013 Incentive Plan [Member] | Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock shares issued		33,272

Loss Per Share (Details) - Sche

Loss Per Share (Details) - Schedule of Basic and Diluted Net Loss Per Share - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator
Net loss (in Dollars)	$ (6,899)	$ (6,398)
Weighted average shares outstanding used in computing net loss per share
Basic	18,170,108	17,094,676
Effect of dilutive stock options, warrants, and stock grants
Diluted	18,170,108	17,094,676
Net loss per share
Basic (in Dollars per share)	$ (0.38)	$ (0.37)
Diluted (in Dollars per share)	$ (0.38)	$ (0.37)

Loss Per Share (Details) - Sc_2

Loss Per Share (Details) - Schedule of Vesting of Certain Restricted Stock Units - Restricted Stock Units (RSUs) [Member] - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of Vesting of Certain Restricted Stock Units [Line Items]
Total	105,759	93,804
Options [Member]
Schedule of Vesting of Certain Restricted Stock Units [Line Items]
Total	22,522	34,055
Unvested Restricted Stock Unit Awards [Member]
Schedule of Vesting of Certain Restricted Stock Units [Line Items]
Total	83,237	59,749

Commitments and Contingent Li_2

Commitments and Contingent Liabilities (Details) $ in Millions	Mar. 31, 2024 USD ($)
Contingencies [Line Items]
Total future minimum payment amount	$ 22.6
Minimum payment due one	8.5
Minimum payment due two	8.3
Minimum payment due three	3.3
Minimum payment due four	2.4
Minimum payment due five	$ 0.1

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Income Taxes [Abstract]
Provision for income taxes	$ 344
Effective tax rate percentage	5.20%
Net operating loss carry-forwards			$ 16,700