Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 12-May-14 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'OptimizeRx Corp | ' |
Entity Central Index Key | '0001448431 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 23,580,863 |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Current Assets | ' | ' |
Cash and cash equivalents | $4,030,730 | $1,118,243 |
Accounts receivable | 1,111,379 | 1,566,964 |
Prepaid expenses | 11,805 | 11,771 |
Total Current Assets | 5,153,914 | 2,696,978 |
Property and equipment, net | 13,688 | 15,057 |
Other Assets | ' | ' |
Patent rights, net | 903,617 | 885,950 |
Web-based technology, net | 439,054 | 404,986 |
Security deposit | 5,049 | 5,049 |
Total Other Assets | 1,347,720 | 1,295,985 |
TOTAL ASSETS | 6,515,322 | 4,008,020 |
Current Liabilities | ' | ' |
Accounts payable - trade | 230,178 | 188,739 |
Accounts payable - related party | 570,000 | 570,000 |
Accrued expenses | 146,042 | 12,000 |
Revenue share payable | 797,725 | 1,193,661 |
Deferred revenue | 168,714 | 4,252 |
Total Liabilities | 1,912,659 | 1,968,652 |
Stockholders Equity | ' | ' |
Preferred stock, $.001 par value, 10,000,000 shares authorized, 0 and 65 shares issued and outstanding | 0 | 0 |
Common stock, $.001 par value, 500,000,000 shares authorized, 23,168,337 and 14,773,496 shares issued and outstanding | 23,168 | 14,773 |
Stock warrants | 3,147,709 | 18,148,049 |
Additional paid-in-capital | 27,155,730 | 8,726,708 |
Deferred stock compensation | -454,409 | -233,942 |
Accumulated deficit | -25,269,535 | -24,616,220 |
Total Stockholders Equity | 4,602,663 | 2,039,368 |
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY | $6,515,322 | $4,008,020 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred Stock, Par Value | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Issued | 0 | 65 |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Issued | 23,168,337 | 14,773,496 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Income Statement [Abstract] | ' | ' |
NET REVENUE | $1,317,347 | $669,290 |
REVENUE SHARE EXPENSE | 498,810 | 159,815 |
GROSS MARGIN | 818,537 | 509,475 |
EXPENSES | ' | ' |
Operating expenses (See Note 16) | 1,471,958 | 733,969 |
(LOSS) FROM OPERATIONS | -653,421 | -224,494 |
OTHER INCOME (EXPENSE) | ' | ' |
Interest income | 106 | 56 |
TOTAL OTHER INCOME (EXPENSE) | 106 | 56 |
(LOSS) BEFORE PROVISION FOR INCOME TAXES | -653,315 | -224,438 |
PROVISION FOR INCOME TAXES | 0 | 0 |
NET (LOSS) | ($653,315) | ($224,438) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC | 16,683,894 | 14,232,196 |
NET (LOSS) PER SHARE: BASIC | ($0.04) | ($0.02) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: DILUTED | 16,683,894 | 14,232,196 |
NET (LOSS) PER SHARE: DILUTED | ($0.04) | ($0.02) |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net (loss) for the period | ($653,315) | ($224,438) |
Adjustments to reconcile net (loss) to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 58,906 | 48,111 |
Stock options issued for services | ' | 0 |
Stock-based compensation | 421,577 | 0 |
Changes in: | ' | ' |
Accounts receivable | 455,585 | -43,871 |
Prepaid expenses | -34 | 35,822 |
Accounts payable | 41,439 | 1,993 |
Revenue share payable | -395,935 | 119,612 |
Accrued expenses | 134,042 | -6,000 |
Deferred revenue | 164,462 | 31,520 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 226,727 | 6,499 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Patent rights | -33,297 | -30,368 |
Web development costs | -75,975 | 0 |
NET CASH USED IN INVESTING ACTIVITIES | ' | -30,368 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Issuance of common stock | 10,000,000 | 0 |
Equity issuance costs | -1,204,968 | 0 |
Purchase of common and preferred stock and warrants | -6,000,000 | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,795,032 | 0 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 2,912,487 | -23,869 |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 1,118,243 | 284,263 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 4,030,730 | 260,394 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ' | ' |
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | ' | ' |
Common stock issued for equity issuance costs | 378,000 | 0 |
Stock warrants issued for equity issuance costs | 1,110,211 | 0 |
Cashless exercise of stock warrants | 106,405 | 0 |
Common stock issued as deferred stock compensation | $285,187 | $0 |
NATURE_OF_BUSINESS
NATURE OF BUSINESS | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
NATURE OF BUSINESS | ' |
Optimizer Systems, LLC was formed in the State of Michigan on January 31, 2006. It then became a corporation in the State of Michigan on October 22, 2007 and changed its name to OptimizeRx Corporation. On April 14, 2008, RFID, Ltd., a Colorado corporation, consummated a reverse merger by entering into a share exchange agreement with the stockholders of OptimizeRx Corporation, pursuant to which the stockholders of OptimizeRx Corporation exchanged all of the issued and outstanding capital stock of OptimizeRx Corporation for 1,256,958 shares of common stock of RFID, Ltd., representing 100% of the outstanding capital stock of RFID, Ltd. As of April 30, 2008, RFID’s officers and directors resigned their positions and RFID changed its business to OptimizeRx’s business. On April 15, 2008, RFID, Ltd.’s corporate name was changed to OptimizeRx Corporation. On September 4, 2008, a migratory merger was completed, thereby changing the state of incorporation from Colorado to Nevada, resulting in the current corporate structure, in which OptimizeRx Corporation, a Nevada corporation, is the parent corporation, and OptimizeRx Corporation, a Michigan corporation, is a wholly-owned subsidiary (together, "OptimizeRx" and "the Company"). | |
The wholly-owned subsidiary, OptimizeRx Corporation, is a technology solutions company targeting the health care industry. Their objective is to bring better access to better care through connecting patients, physicians and pharmaceutical manufacturers through technology. Once defined as a marketing and advertising company through its consumer website, OptimizeRx is maturing as a technology solutions provider as it launched its direct to physician solution, SampleMD. SampleMD allows physicians to search, print and send available sample trial vouchers and/or co-pay coupons on behalf of their patients. The SampleMD solution can either sit on the doctor’s desktop or can be integrated into the ePrescribing or Electronic Medical Records applications. OptimizeRx solutions provide pharmaceutical manufacturers either a direct to consumer and/or direct to physician channels for communicating and promoting their products. It provides health care providers a means to provide sampling and coupons without having to physically store samples on site, and it provides better access and affordability to the patients. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
Basis of Presentation | |
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K filed with the SEC as of and for the year ended December 31, 2013. In the opinion of management, all adjustments necessary for the financial statements to be not misleading for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. | |
Accounting Basis | |
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a December 31 fiscal year end. | |
Principles of Consolidation | |
The financial statements reflect the consolidated results of OptimizeRx Corporation (a Nevada corporation) and its wholly owned subsidiary OptimizeRx Corporation (a Michigan corporation). All material inter-company transactions have been eliminated in the consolidation. | |
Cash and Cash Equivalents | |
For purposes of the accompanying financial statements, the Company considers all highly liquid instruments with an initial maturity of three months or less to be cash equivalents. | |
Fair Value of Financial Instruments | |
The fair value of cash, accounts receivable, prepaid expenses, patent rights, web development costs, accounts payable, accounts payable – related party, accrued expenses and deferred revenue approximates the carrying amount of these financial instruments due to their short-term nature. The fair value of long-term debt, which approximates its carrying value, is based on current rates at which the Company could borrow funds with similar remaining maturities. | |
Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk. | |
In addition to defining fair value, the disclosure requirements around fair value establish a fair value hierarchy for valuation inputs which is expanded. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: | |
Level 1 – inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. | |
Level 2 – inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |
Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. The Company’s stock options and warrants are valued using level 3 inputs. | |
The carrying value of the Company’s financial assets and liabilities which consist of cash and cash equivalents, accounts receivable, prepaid expenses, patent rights, web development costs, security deposit, accounts payable, accounts payable – related party, accrued expenses, revenue share payable and deferred revenue are valued using level 1 inputs. The Company believes that the recorded values approximate their fair value due to the short maturity of such instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments. | |
Accounts Receivable and Allowance for Doubtful Accounts | |
Accounts receivable are reported at realizable value, net of allowances for doubtful accounts, which is estimated and recorded in the period the related revenue is recorded. The Company has a standardized approach to estimate and review the collectability of its receivables based on a number of factors, including the period they have been outstanding. Historical collection and payer reimbursement experience is an integral part of the estimation process related to allowances for doubtful accounts. In addition, the Company regularly assesses the state of its billing operations in order to identify issues, which may impact the collectability of these receivables or reserve estimates. Bad debt expense was $0 for the three months ended March 31, 2014 and 2013. The allowance for doubtful accounts was $0 as of March 31, 2014 and December 31, 2013. | |
Property and Equipment | |
The capital assets are being depreciated over their estimated useful lives, three to seven years using the straight-line method of depreciation for book purposes. | |
Revenue Recognition and Revenue Share Expense | |
All revenue is recognized when it is earned. Revenues are generated either through the Company’s web-based activities, in which we earn revenue from advertising and lead generation activities, from our SampleMD activities by which we deliver eCoupons and eVouchers through a distribution network of ePrescribers and Electronic Health Record technology providers (channel partners), or from reselling services for other of our partners products that complement our business. | |
For our SampleMD business the company recognizes setup fees that are required for integrating client offerings and campaigns into the SampleMD content delivery system and network. Setup fees are recognized upon completion of the setup and launch of the client’s campaign within the SampleMD system. As the eCoupons and or eVouchers are distributed through the SampleMD platform and network of channel partners (a transaction), these transactions are recorded and revenue is recognized. Revenue for transactions can be realized as cost per distribution or cost per redemption depending on the client contract. Additionally, the company also recognizes revenue for providing program performance reporting and maintenance, either by the company directly delivering reports or by providing access to its online reporting portal that the client can utilize. These fees are administered monthly and recognized as recurring monthly revenue. | |
The company on occasion has also resold products and or services that are available through our channel partners, and that is complementary to our core businesses and client base. In these events net revenue is recognized as this is a commission based revenue split that the company recognizes. | |
Based on the volume of transactions that are delivered through our channel partner network, we provide a revenue share to compensate the partner for their promotion of the campaign through their network. Revenue shares are a negotiated percentage of the transaction fee depending upon if the revenue is generated through distributions and or redemptions and can also be specific to special considerations and campaigns. Traditionally, revenue share has been recognized between 25% and 50% of the transaction value. | |
Income Taxes | |
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. | |
Use of Estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions have been made in determining the depreciable lives of such assets and the allowance for doubtful accounts receivable. Actual results could differ from these estimates. | |
Concentration of Credit Risks | |
The Company maintains its cash and cash equivalents in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts; however, amounts in excess of the federally insured limit may be at risk if the bank experiences financial difficulties. | |
Research and Development | |
The Company’s key members are part of a continual research development team and monitor new technologies, trends, services and partnerships that can provide the Company with additional services, value to healthcare and pharmaceutical industries and to the patients it serves. | |
The Company seeks to educate team members through understanding of all market dynamics that have the potential to affect the business both short term and longer term. The primary goal is to help patients better afford and access the medicines their doctor prescribes, as well as other healthcare products and services they need. Based on this, the Company continually seeks better ways to meet this mission through technology, better user experiences and new ways to engage industries to provide new support for patients needing their products. The Company is always seeking new services and solutions to offer. At this time, the three current platforms provide robust opportunities and growth during the next five years. | |
Earnings Per Common and Common Equivalent Share | |
The computation of basic earnings per common share is computed using the weighted average number of common shares outstanding during the year. The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the year plus common stock equivalents which would arise from the exercise of warrants outstanding using the treasury stock method and the average market price per share during the year. Options, warrants and convertible preferred stock which are common stock equivalents are included in the per share calculation for the three months ended March 31, 2014. They have not been included in the diluted earnings per share calculation for the year ended December 31, 2013 since their effect is anti-dilutive. | |
Impairment of Long-Lived Assets | |
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. | |
Recently Issued Accounting Guidance | |
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow. |
PREPAID_EXPENSES
PREPAID EXPENSES | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | |||||||
PREPAID EXPENSES | ' | |||||||
Prepaid expenses consisted of the following as of March 31, 2014 and December 31, 2013: | ||||||||
2014 | 2013 | |||||||
Insurance | $ | 6,756 | $ | 6,722 | ||||
Rent | 5,049 | 5,049 | ||||||
Total prepaid expenses | $ | 11,805 | $ | 11,771 |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
PROPERTY AND EQUIPMENT | ' | |||||||
The Company owned equipment recorded at cost which consisted of the following as of March 31, 2014 and December 31, 2013: | ||||||||
2014 | 2013 | |||||||
Computer equipment | $ | 22,360 | $ | 22,360 | ||||
Furniture and fixtures | 11,088 | 11,088 | ||||||
Subtotal | 33,448 | 33,448 | ||||||
Accumulated depreciation | (19,760 | ) | (18,391 | ) | ||||
Property and equipment, net | $ | 13,688 | $ | 15,057 | ||||
Depreciation expense was $1,369 and $1,407 for the three months ended March 31, 2014 and 2013, respectively. |
WEBBASED_TECHNOLOGY
WEB-BASED TECHNOLOGY | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Notes to Financial Statements | ' | |||||||
WEB-BASED TECHNOLOGY | ' | |||||||
The Company has capitalized costs in developing their web-based technology, which consisted of the following as of March 31, 2014 and December 31, 2013: | ||||||||
2014 | 2013 | |||||||
OptimizeRx web-based technology | $ | 154,133 | $ | 154,133 | ||||
SampleMD web-based technology | 602,517 | 602,517 | ||||||
SampleMD 2.0 web-based technology | 224,035 | 148,060 | ||||||
Subtotal, web-based technology | 980,685 | 904,710 | ||||||
Accumulated amortization | (482,548 | ) | (440,641 | ) | ||||
Impairment | (59,083 | ) | (59,083 | ) | ||||
Web-based technology, net | $ | 439,054 | $ | 404,986 | ||||
Amortization is recorded using the straight-line method over a period of five years. The Company is currently developing enhanced SampleMD web-based technology and has capitalized $224,035, which was completed in March 2014. Accordingly, amortization has been recorded. Amortization expense for the web-based technology costs was $41,907 and $32,572 for the three months ended March 31, 2014 and 2013, respectively. |
PATENT_AND_TRADEMARKS
PATENT AND TRADEMARKS | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
PATENT RIGHTS AND TRADEMARKS | ' | |||||||
On April 26, 2010, the Company acquired from an officer and shareholder the technical contributions and assignment of all exclusive rights to and for the SampleMD patent in exchange for 300,000 shares of common stock to be granted at the discretion of the seller in addition to 200,000 stock options valued at $360,000. The shares were valued on the grant date at $570,000 and have been recorded as a payable to the related party. | ||||||||
The Company has capitalized costs in purchasing and defending the SampleMD patent, which consisted of the following as of March 31, 2014 and December 31, 2013: | ||||||||
2014 | 2013 | |||||||
Patent rights and intangible assets | $ | 930,000 | $ | 930,000 | ||||
Patent defense costs | 111,707 | 87,993 | ||||||
New patents and trademarks | 72,178 | 62,595 | ||||||
Accumulated amortization | (210,268 | ) | (194,638 | ) | ||||
Patent rights and intangible assets, net | $ | 903,617 | $ | 885,950 | ||||
The Company began amortizing the patent, using the straight-line method over the estimated useful life of 17 years, once it was put into service in July 2010. In 2013, the Company began incurring costs related to defense of the patent. These costs have been capitalized and will be amortized using the straight-line method over the remaining useful life of the original patent. Amortization expense was $15,630 and $14,132 for the three months ended March 31, 2014 and 2013, respectively. |
ACCRUED_EXPENSES
ACCRUED EXPENSES | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
ACCRUED EXPENSES | ' | |||||||
Accrued expenses consisted of the following at March 31, 2014 and December 31, 2013: | ||||||||
31-Mar-14 | 31-Dec-13 | |||||||
Audit fees | $ | 0 | $ | 12,000 | ||||
Payroll taxes | 146,042 | 0 | ||||||
$ | 146,042 | $ | 12,000 |
DEFERRED_REVENUE
DEFERRED REVENUE | 3 Months Ended |
Mar. 31, 2014 | |
Revenue Recognition [Abstract] | ' |
DEFERRED REVENUE | ' |
The Company has signed several contracts with customers for either the distribution or redemption of coupons. The payments are not taken into revenue until either the coupon is distributed to a patient or the coupon has been redeemed depending on the specific contract. The distributions and redemptions are tracked by the Company’s administrative tool. Additionally, customer setup contracts that have been paid in full are deferred until the Company has completed the obligations of the contacts. Deferred revenue was $168,714 and $4,252 as of March 31, 2014 and December 31, 2013, respectively. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
During the year ended December 31, 2010, the Company acquired from an officer and shareholder the technical contributions and assignment of all exclusive rights to and for the SampleMD patent currently in process in exchange for 300,000 shares of common stock to be granted at the discretion of the seller in addition to 200,000 stock options valued at $360,000. The shares were valued on the grant date at $570,000 and have been recorded as a payable to the related party. |
COMMON_STOCK
COMMON STOCK | 3 Months Ended |
Mar. 31, 2014 | |
Equity [Abstract] | ' |
COMMON STOCK | ' |
OptimizeRx Corporation has 500,000,000 shares of $.001 par value common stock authorized as of March 31, 2014. There were 23,168,337 and 14,773,496 common shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively. | |
On June 1, 2013, the Company entered into an amended consulting agreement with North Coast Advisors, Inc. for various services. The Company agreed to issue 20,000 shares of common stock as of the date of the contract. The Company also agreed to issue an additional 20,000 shares every six months in alignment with the agreement renewal up to the two years of the agreement. The first 40,000 shares were valued at the Company’s common stock price as of the date of the contract, which was $1.945/share and $1.50/share, respectively, and have been expensed. The Company has also issued an additional 10,000 shares for work beyond the original scope of the contract in February 2014 valued at $18,500. | |
On September 20, 2013, the Company entered into a separation agreement that includes post-employment consulting services with a former officer. The Company agreed to issue 500,000 shares of common stock, 250,000 shares immediately and 250,000 by January 1, 2014. The first 250,000 shares have been issued and the Company has recognized the entire issuance in the December 31, 2013 shares outstanding. The shares were valued at $505,000 and $116,538 of that amount remains as deferred stock compensation as of March 31, 2014. Stock-based compensation of $58,270 was recorded in connection with this agreement during the three months ended March 31, 2014. | |
On January 2, 2014 the Company executed an amendment to their securities redemption option agreement with Vicis Capital Master Fund that provides an option to purchase all of the outstanding shares and derivative securities held by Vicis for a total of $6,000,000. The term of the option is through March 31, 2014. The original agreement payment was for $9,000,000 and term was through December 30, 2013. | |
On March 17, 2014, the Company entered into a securities purchase agreement, pursuant to which the Company sold an aggregate of 8,333,333 shares of the Company’s common stock for $1.20 per share, or gross proceeds of $10,000,000. | |
Placement agents in the offering received commissions equal to approximately 9.7% of gross proceeds, for an aggregate commission of approximately $970,000, including reimbursements for their reasonable out of pocket expenses. Placement agents also received warrants to purchase up to 804,139 shares of the Company's common stock with an exercise price of $1.20 per share and a term of 5 years. The agent warrants also provide for piggy-back registration rights. The warrants were valued at $1,110,211 and have been recorded as equity issuance costs. | |
In addition to the warrants, the Company also issued 200,000 shares to three officers in connection with the equity raise. The stock was valued based on the fair market value on the grant date which was $378,000. The amount has been recorded as equity issuance costs. | |
The Company used the net proceeds of the offering to exercise the securities redemption option agreement, as amended, with Vicis Capital Master Fund that provides the Company with an option to purchase all of the outstanding shares and derivative securities held by Vicis for total payment of $6,000,000. The shares and derivative securities include the Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Common Stock, and warrants to purchase shares of common stock held by Vicis in the Company. The balance of the net proceeds will be used for working capital purposes. | |
During the three months ended March 31, 2014, the Company granted 337,500 shares of common stock to two employees as bonuses valued at $570,375. As of March 31, 2014, only 50% of the shares had vested. The company recorded the remaining 50% as deferred stock-based compensation. Stock-based compensation related to these bonuses was $285,188 for the three months ended March 31, 2014. The remainder will be expensed once the other 50% of the shares have vested in August 2014. | |
On January 29, 2014, an officer exercised 500,000 stock warrants using the cashless exercise feature. In exchange for the 500,000 warrants, 410,348 shares of common stock were issued. |
PREFERRED_STOCK
PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2014 | |
Equity [Abstract] | ' |
PREFERRED STOCK | ' |
Series A Preferred | |
During the year ended December 31, 2008, 35 preferred shares were issued for $3,500,000. Issuance costs totaled $515,000 resulting in net proceeds of $2,985,000. The 35 shares were convertible to 3,500,000 shares of common stock and bore a 10% cumulative dividend. In addition, there was a warrant issued to purchase 6,000,000 shares of common stock at an exercise price of $2 for a period of seven years. | |
The Company had undeclared dividends that were due in February and September 2012 totaling $350,000 and undeclared dividends of $350,000 that were due in February and September 2013 for a total undeclared amount of $700,000 as of December 31, 2013. | |
All Series A preferred stock was repurchased as part of the securities buyout by the Company on March 17, 2014 and all undeclared dividends were cancelled. The related warrants were also purchased as part of the buyout. | |
Series B Preferred | |
During the year ended December 31, 2010, 15 preferred shares were issued for $1,500,000. The 15 shares were convertible to 1,000,000 shares of common stock and bore a 10% cumulative dividend. In addition, there was a warrant issued to purchase 3,000,000 shares of common stock at an exercise price of $3 for a period of seven years. | |
During the quarter ended September 30, 2011, 15 preferred shares were issued to an investor for $1,500,000. The 15 shares are convertible to 1,000,000 shares of common stock and bear a 10% cumulative dividend. In addition, there was a warrant issued to purchase 1,000,000 shares of common stock at an exercise price of $3 for a period of seven years. | |
The Company had undeclared dividends that were due in February and September 2012 totaling $150,000 and undeclared dividends of $150,000 that were due in February and September 2013 for a total undeclared amount of $300,000 as of December 31, 2013. | |
All Series B preferred stock was repurchased as part of the Vicis securities buyout by the Company on March 17, 2014 and all undeclared dividends were cancelled. The related warrants were also purchased as part of the buyout. |
STOCK_OPTIONS_AND_WARRANTS
STOCK OPTIONS AND WARRANTS | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Notes to Financial Statements | ' | ||||||||||
STOCK OPTIONS AND WARRANTS | ' | ||||||||||
The Company accounts for employee stock-based compensation in accordance with the guidance of ASC Topic 718: Compensation - Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. | |||||||||||
The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. | |||||||||||
During the quarter ended December 31, 2012, the Company issued 25,000 stock options to a non-employee at an exercise price of $1.58. The options were valued on the grant date using the Black-Scholes option-pricing model with the following assumptions: dividend yield of 0%, expected volatility of 200%, risk-free interest rate of 0.67% and expected life of 60 months. The total value of the options was $40,007. The options vested over 1 year. The Company recognized share-based compensation expense of $10,002 during the three months ended March 31, 2013. The remainder was expensed during the rest of 2013. | |||||||||||
On October 30, 2013, the Company issued 50,000 stock options to six employees at an exercise price of $1.00. The options were valued on the grant date using the Black-Scholes option-pricing model with the following assumptions: dividend yield of 0%, expected volatility of 171%, risk-free interest rate of 1.30% and expected life of 60 months. The total value of the options was $46,322. The options vest over one year. The Company recognized share-based compensation expense of $7,720 during the year ended December 31, 2013 and $11,581 during the three months ended March 31, 2014. The remaining balance will be recognized during the rest of 2014. | |||||||||||
On November 8, 2013, the Company issued 75,000 stock options to two non-employees at an exercise price of $1.00. The options were valued on the grant date using the Black-Scholes option-pricing model with the following assumptions: dividend yield of 0%, expected volatility of 171%, risk-free interest rate of 1.42% and expected life of 60 months. The total value of the options was $70,961. The options vest over 1 year. The Company recognized share-based compensation expense of $11,827 and $17,740 during the three months ended December 31, 2013 and March 31, 2014, respectively. The remaining balance of $41,394 has been recorded as deferred stock compensation and will be recognized during the rest of 2014. | |||||||||||
During the quarter ended March 31, 2014, the Company issued 267,500 stock options to five employees at exercise prices of $1.54 and $1.82. The options were valued on the grant date using the Black-Scholes option-pricing model with the following assumptions: dividend yield of 0%, expected volatility of 172%, risk-free interest rates of 1.58% and 1.46% and expected life of 60 months. The total value of the options was $423,712. The options vest over one year. The Company recognized share-based compensation expense of $24,654 during the three months ended March 31, 2014. The remaining balance will be recognized during 2014 and 2015. | |||||||||||
During the quarter ended March 31, 2014, the Company issued 10,000 stock options to a non-employee at exercise price of $1.85. The options were valued on the grant date using the Black-Scholes option-pricing model with the following assumptions: dividend yield of 0%, expected volatility of 171%, risk-free interest rates of 1.64% and expected life of 60 months. The total value of the options was $16,935. The options vest over six months. The Company recognized share-based compensation expense of $5,645 during the three months ended March 31, 2014. The remaining balance will be recognized during 2014. | |||||||||||
On March 17, 2014, the Company issued 804,139 warrants to two companies at an exercise price of $1.20. The warrants were valued on the grant date using the Black-Scholes option-pricing model with the following assumptions: dividend yield of 0%, expected volatility of 172%, risk-free interest rate of 1.58% and expected life of 60 months. The Company recognized $1,110,211 during the three months ended March 31, 2014 as equity issuance costs related to these warrants. | |||||||||||
The Company had the following options outstanding as of March 31, 2014: | |||||||||||
Number of Options | Weighted average exercise price | ||||||||||
Outstanding, January 1, 2013 | 1,276,100 | $ | 0.97 | ||||||||
Granted – 2013 | 2,125,000 | 1 | |||||||||
Exercised – 2013 | 0 | 0 | |||||||||
Expired – 2013 | (2,271,100 | ) | (1.00 | ) | |||||||
Balance, December 31, 2013 | 1,130,000 | 0.97 | |||||||||
Granted – 2014 | 277,500 | 1.75 | |||||||||
Exercised – 2014 | 0 | 0 | |||||||||
Expired – 2014 | 0 | 0 | |||||||||
Balance, March 31, 2014 | 1,407,500 | $ | 1.12 | ||||||||
The Company had the following warrants outstanding as of March 31, 2014: | |||||||||||
Number of Warrants | Weighted average exercise price | ||||||||||
Outstanding, January 1, 2013 | 12,277,000 | $ | 2.25 | ||||||||
Granted – 2013 | 0 | 0 | |||||||||
Exercised – 2013 | 0 | 0 | |||||||||
Expired – 2013 | (527,000 | ) | (1.73 | ) | |||||||
Balance, December 31, 2013 | 11,750,000 | 2.27 | |||||||||
Granted – 2014 | 804,139 | 1.2 | |||||||||
Exercised – 2014 | (500,000 | ) | (0.35 | ) | |||||||
Cancelled – 2014 | (10,000,000 | ) | (2.40 | ) | |||||||
Expired – 2014 | 0 | 0 | |||||||||
Balance, March 31, 2014 | 2,054,139 | $ | 1.7 |
OPERATING_LEASES
OPERATING LEASES | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Leases [Abstract] | ' | ||||
OPERATING LEASES | ' | ||||
The Company signed a lease for new office space on December 1, 2011 at an approximate rent of $5,000 per month. The new offices are in Rochester, Michigan. The lease is for three years with an option to renew for an additional two years at approximately $5,200 per month with six months advance notice to exercise the option. Minimum annual rent is as follows for the initial term of the lease: | |||||
Year ended December 31, 2014 | $ | 55,542 | |||
Total lease commitment | $ | 55,542 |
MAJOR_CUSTOMERS
MAJOR CUSTOMERS | 3 Months Ended |
Mar. 31, 2014 | |
Notes to Financial Statements | ' |
MAJOR CUSTOMERS | ' |
The Company had three major customers that accounted for 44% and three major customers that accounted for 72% of the Company’s revenues for the three months ended March 31, 2014 and 2013, respectively. The Company expects to continue to maintain these relationships with the customers. |
INCOME_TAXES
INCOME TAXES | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
INCOME TAXES | ' | |||||||
For the three months ended March 31, 2014, the Company incurred net loss of approximately $653,000 and therefore has no tax liability. The Company began operations in 2007 and has previous net operating loss carry-forwards of approximately $13,718,000 through December 31, 2013. The cumulative loss of approximately $14,371,000 will be carried forward and can be used through the year 2033 to offset future taxable income. In the future, the cumulative net operating loss carry-forward for income tax purposes may differ from the cumulative financial statement loss due to timing differences between book and tax reporting. | ||||||||
The provision for Federal income tax consists of the following for the three months ended March 31, 2014 and 2013: | ||||||||
2014 | 2013 | |||||||
Federal income tax benefit attributable to: | ||||||||
Current operations | $ | 222,000 | $ | 36,000 | ||||
Valuation allowance | (222,000 | ) | (36,000 | ) | ||||
Net provision for federal income tax | $ | 0 | $ | 0 | ||||
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of March 31, 2014 and December 31, 2013: | ||||||||
2014 | 2013 | |||||||
Deferred tax asset attributable to: | ||||||||
Net operating loss carryover | $ | 4,996,000 | $ | 4,774,000 | ||||
Valuation allowance | (4,996,000 | ) | (4,774,000 | ) | ||||
Net deferred tax asset | $ | 0 | $ | 0 | ||||
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $14,371,000 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. | ||||||||
OPERATING_EXPENSES
OPERATING EXPENSES | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Notes to Financial Statements | ' | |||||||
OPERATING EXPENSES | ' | |||||||
Operating expenses consisted of the following for the three months ended March 31, 2014 and 2013, respectively: | ||||||||
Three months ended March 31, | ||||||||
2014 | 2013 | |||||||
Advertising | $ | 29,600 | $ | 3,340 | ||||
Professional fees | 92,553 | 53,098 | ||||||
Consulting | 15,814 | 20,407 | ||||||
Salaries, wages and benefits | 349,096 | 375,071 | ||||||
Rent | 15,148 | 15,148 | ||||||
Depreciation and amortization | 58,906 | 48,111 | ||||||
Settlement expense | 400,000 | 0 | ||||||
Stock-based compensation | 421,577 | 0 | ||||||
General and administrative | 89,264 | 218,794 | ||||||
Total Operating Expenses | $ | 1,471,958 | $ | 733,969 |
RESTATEMENT
RESTATEMENT | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Equity [Abstract] | ' | ||||||||||
RESTATEMENT | ' | ||||||||||
During the quarter ended December 31, 2013, the Company corrected an accounting error related to revenue share expenses. The Company will accrue the expense for amounts due, versus when they are paid, for proper matching. The revenue share expense will now reflect the expense associated with the revenue from that particular quarter and year end. The Company will restate quarters 1 - 3 of 2013 as the 2014 quarterly statements are prepared. The full impact of the restatement is reflected in the December 31, 2013 balance sheet. | |||||||||||
The restated Consolidated Balance Sheet, Consolidated Statement of Operations and Consolidated Statement of Cash Flows for the three months ended March 31, 2013 is as follows: | |||||||||||
Three months ended March 31, 2013 | |||||||||||
Financial Statement | Line Item | Corrected | Previously Stated | ||||||||
Income statement | Revenue share expense | $ | 159,815 | $ | 40,203 | ||||||
Income statement | Loss from operations | $ | (224,494 | ) | $ | (104,882 | ) | ||||
Income statement | Loss before provision for income taxes | $ | (224,438 | ) | $ | (104,826 | ) | ||||
Income statement | Net loss | $ | (224,438 | ) | $ | (104,826 | ) | ||||
Statement of cash flows | Net loss | $ | (224,438 | ) | $ | (104,826 | ) | ||||
Statement of cash flows | Increase in revenue share payable | $ | 119,612 | $ | 0 |
LAWSUIT_SETTLEMENT
LAWSUIT SETTLEMENT | 3 Months Ended |
Mar. 31, 2014 | |
Notes to Financial Statements | ' |
LAWSUIT SETTLEMENT | ' |
On November 5, 2012, LDM Group, LLC (“LDM”) commenced an action against the Company in the United States District Court for the Eastern District of Missouri, Eastern Division. The complaint alleged that OptimizeRx infringed on a patent issued on February 21, 2012 in favor of LDM. LDM alleged that its patent is an invention of a method for making available targeted content to a prescription medication patient while the patient is still in the physician’s office. According to LDM, the Company’s Integrated SampleMD uses systems and methods that perform the elements of the LDM patent and, therefore, infringes on its patent. On February 25, 2013, a Settlement and Patent License Agreement was reached with LDM, and LDM subsequently dismissed the lawsuit with prejudice. On April 23, 2013, however, LDM reinstituted the patent infringement action in the United States District Court for the Eastern District of Missouri, Eastern Division claiming that OptimizeRx breached the Settlement and Patent License Agreement. The Company continued to vigorously defend the OptimizeRx technology, preparing for litigation, depositions and patent protection while also positioning for legal actions against LDM. On February 28, 2014, a Settlement Agreement was reached with LDM, and the judge dismissed the case with prejudice on March 18, 2014. Per the terms of the settlement agreement, the Company paid a one-time fee of $400,000 and will pay LDM the greater of $0.37 per patient discount distributed by OptimizeRx or 10% of the total revenue earned by OptimizeRx for distribution and redemption of all patent discounts. This amount was included in operating expenses in the consolidated statement of operations for the three months ended March 31, 2014. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
On May 12, 2014, the Company hired a new CFO. Per the terms of the employment agreement, the CFO will earn a salary of $125,000 per year and was granted 100,000 stock options as a signing bonus. | |
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to March 31, 2014 through the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events described above. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K filed with the SEC as of and for the year ended December 31, 2013. In the opinion of management, all adjustments necessary for the financial statements to be not misleading for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. | |
Accounting Basis | ' |
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a December 31 fiscal year end. | |
Principles of Consolidation | ' |
The financial statements reflect the consolidated results of OptimizeRx Corporation (a Nevada corporation) and its wholly owned subsidiary OptimizeRx Corporation (a Michigan corporation). All material inter-company transactions have been eliminated in the consolidation. | |
Cash and Cash Equivalents | ' |
For purposes of the accompanying financial statements, the Company considers all highly liquid instruments with an initial maturity of three months or less to be cash equivalents. | |
Fair Value of Financial Instruments | ' |
The fair value of cash, accounts receivable, prepaid expenses, patent rights, web development costs, accounts payable, accounts payable – related party, accrued expenses and deferred revenue approximates the carrying amount of these financial instruments due to their short-term nature. The fair value of long-term debt, which approximates its carrying value, is based on current rates at which the Company could borrow funds with similar remaining maturities. | |
Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk. | |
In addition to defining fair value, the disclosure requirements around fair value establish a fair value hierarchy for valuation inputs which is expanded. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: | |
Level 1 – inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. | |
Level 2 – inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |
Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. The Company’s stock options and warrants are valued using level 3 inputs. | |
The carrying value of the Company’s financial assets and liabilities which consist of cash and cash equivalents, accounts receivable, prepaid expenses, patent rights, web development costs, security deposit, accounts payable, accounts payable – related party, accrued expenses, revenue share payable and deferred revenue are valued using level 1 inputs. The Company believes that the recorded values approximate their fair value due to the short maturity of such instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments. | |
Accounts Receivable and Allowance for Doubtful Accounts | ' |
Accounts receivable are reported at realizable value, net of allowances for doubtful accounts, which is estimated and recorded in the period the related revenue is recorded. The Company has a standardized approach to estimate and review the collectability of its receivables based on a number of factors, including the period they have been outstanding. Historical collection and payer reimbursement experience is an integral part of the estimation process related to allowances for doubtful accounts. In addition, the Company regularly assesses the state of its billing operations in order to identify issues, which may impact the collectability of these receivables or reserve estimates. Bad debt expense was $0 for the three months ended March 31, 2014 and 2013. The allowance for doubtful accounts was $0 as of March 31, 2014 and December 31, 2013. | |
Property and Equipment | ' |
The capital assets are being depreciated over their estimated useful lives, three to seven years using the straight-line method of depreciation for book purposes. | |
Revenue Recognition and Revenue Share Expense | ' |
All revenue is recognized when it is earned. Revenues are generated either through the Company’s web-based activities, in which we earn revenue from advertising and lead generation activities, from our SampleMD activities by which we deliver eCoupons and eVouchers through a distribution network of ePrescribers and Electronic Health Record technology providers (channel partners), or from reselling services for other of our partners products that complement our business. | |
For our SampleMD business the company recognizes setup fees that are required for integrating client offerings and campaigns into the SampleMD content delivery system and network. Setup fees are recognized upon completion of the setup and launch of the client’s campaign within the SampleMD system. As the eCoupons and or eVouchers are distributed through the SampleMD platform and network of channel partners (a transaction), these transactions are recorded and revenue is recognized. Revenue for transactions can be realized as cost per distribution or cost per redemption depending on the client contract. Additionally, the company also recognizes revenue for providing program performance reporting and maintenance, either by the company directly delivering reports or by providing access to its online reporting portal that the client can utilize. These fees are administered monthly and recognized as recurring monthly revenue. | |
The company on occasion has also resold products and or services that are available through our channel partners, and that is complementary to our core businesses and client base. In these events net revenue is recognized as this is a commission based revenue split that the company recognizes. | |
Based on the volume of transactions that are delivered through our channel partner network, we provide a revenue share to compensate the partner for their promotion of the campaign through their network. Revenue shares are a negotiated percentage of the transaction fee depending upon if the revenue is generated through distributions and or redemptions and can also be specific to special considerations and campaigns. Traditionally, revenue share has been recognized between 25% and 50% of the transaction value. | |
Income Taxes | ' |
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. | |
Use of Estimates | ' |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions have been made in determining the depreciable lives of such assets and the allowance for doubtful accounts receivable. Actual results could differ from these estimates. | |
Concentration of Credit Risks | ' |
The Company maintains its cash and cash equivalents in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts; however, amounts in excess of the federally insured limit may be at risk if the bank experiences financial difficulties. | |
Research and Development | ' |
The Company’s key members are part of a continual research development team and monitor new technologies, trends, services and partnerships that can provide the Company with additional services, value to healthcare and pharmaceutical industries and to the patients it serves. | |
The Company seeks to educate team members through understanding of all market dynamics that have the potential to affect the business both short term and longer term. The primary goal is to help patients better afford and access the medicines their doctor prescribes, as well as other healthcare products and services they need. Based on this, the Company continually seeks better ways to meet this mission through technology, better user experiences and new ways to engage industries to provide new support for patients needing their products. The Company is always seeking new services and solutions to offer. At this time, the three current platforms provide robust opportunities and growth during the next five years. | |
Earnings Per Common and Common Equivalent Share | ' |
The computation of basic earnings per common share is computed using the weighted average number of common shares outstanding during the year. The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the year plus common stock equivalents which would arise from the exercise of warrants outstanding using the treasury stock method and the average market price per share during the year. Options, warrants and convertible preferred stock which are common stock equivalents are included in the per share calculation for the three months ended March 31, 2014. They have not been included in the diluted earnings per share calculation for the year ended December 31, 2013 since their effect is anti-dilutive. | |
Impairment of Long-Lived Assets | ' |
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. | |
Recently Issued Accounting Guidance | ' |
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow. |
PREPAID_EXPENSES_Tables
PREPAID EXPENSES (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Notes to Financial Statements | ' | |||||||
Schedule of Prepaid Expenses | ' | |||||||
2014 | 2013 | |||||||
Insurance | $ | 6,756 | $ | 6,722 | ||||
Rent | 5,049 | 5,049 | ||||||
Total prepaid expenses | $ | 11,805 | $ | 11,771 |
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Schedule of Property and Equipment | ' | |||||||
2014 | 2013 | |||||||
Computer equipment | $ | 22,360 | $ | 22,360 | ||||
Furniture and fixtures | 11,088 | 11,088 | ||||||
Subtotal | 33,448 | 33,448 | ||||||
Accumulated depreciation | (19,760 | ) | (18,391 | ) | ||||
Property and equipment, net | $ | 13,688 | $ | 15,057 |
WEBBASED_TECHNOLOGY_Tables
WEB-BASED TECHNOLOGY (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Notes to Financial Statements | ' | |||||||
Schedule of Web Development Costs | ' | |||||||
2014 | 2013 | |||||||
OptimizeRx web-based technology | $ | 154,133 | $ | 154,133 | ||||
SampleMD web-based technology | 602,517 | 602,517 | ||||||
SampleMD 2.0 web-based technology | 224,035 | 148,060 | ||||||
Subtotal, web-based technology | 980,685 | 904,710 | ||||||
Accumulated amortization | (482,548 | ) | (440,641 | ) | ||||
Impairment | (59,083 | ) | (59,083 | ) | ||||
Web-based technology, net | $ | 439,054 | $ | 404,986 |
PATENT_RIGHTS_AND_TRADEMARKS_T
PATENT RIGHTS AND TRADEMARKS (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Schedule of Patent and Trademarks | ' | |||||||
2014 | 2013 | |||||||
Patent rights and intangible assets | $ | 930,000 | $ | 930,000 | ||||
Patent defense costs | 111,707 | 87,993 | ||||||
New patents and trademarks | 72,178 | 62,595 | ||||||
Accumulated amortization | (210,268 | ) | (194,638 | ) | ||||
Patent rights and intangible assets, net | $ | 903,617 | $ | 885,950 |
ACCRUED_EXPENSES_Tables
ACCRUED EXPENSES (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Schedule of Accrued Expenses | ' | |||||||
31-Mar-14 | 31-Dec-13 | |||||||
Audit fees | $ | 0 | $ | 12,000 | ||||
Payroll taxes | 146,042 | 0 | ||||||
$ | 146,042 | $ | 12,000 |
STOCK_OPTIONS_AND_WARRANTS_Tab
STOCK OPTIONS AND WARRANTS (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Notes to Financial Statements | ' | ||||||||||
Schedule of Stock Options | ' | ||||||||||
Number of Options | Weighted average exercise price | ||||||||||
Outstanding, January 1, 2013 | 1,276,100 | $ | 0.97 | ||||||||
Granted – 2013 | 2,125,000 | 1 | |||||||||
Exercised – 2013 | 0 | 0 | |||||||||
Expired – 2013 | (2,271,100 | ) | (1.00 | ) | |||||||
Balance, December 31, 2013 | 1,130,000 | 0.97 | |||||||||
Granted – 2014 | 277,500 | 1.75 | |||||||||
Exercised – 2014 | 0 | 0 | |||||||||
Expired – 2014 | 0 | 0 | |||||||||
Balance, March 31, 2014 | 1,407,500 | $ | 1.12 | ||||||||
Schedule of Warrants | ' | ||||||||||
Number of Warrants | Weighted average exercise price | ||||||||||
Outstanding, January 1, 2013 | 12,277,000 | $ | 2.25 | ||||||||
Granted – 2013 | 0 | 0 | |||||||||
Exercised – 2013 | 0 | 0 | |||||||||
Expired – 2013 | (527,000 | ) | (1.73 | ) | |||||||
Balance, December 31, 2013 | 11,750,000 | 2.27 | |||||||||
Granted – 2014 | 804,139 | 1.2 | |||||||||
Exercised – 2014 | (500,000 | ) | (0.35 | ) | |||||||
Cancelled – 2014 | (10,000,000 | ) | (2.40 | ) | |||||||
Expired – 2014 | 0 | 0 | |||||||||
Balance, March 31, 2014 | 2,054,139 | $ | 1.7 |
OPERATING_LEASES_Tables
OPERATING LEASES (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Leases [Abstract] | ' | ||||
Schedule of Rent Expense | ' | ||||
Year ended December 31, 2014 | $ | 55,542 | |||
Total lease commitment | $ | 55,542 |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Federal Income Tax | ' | |||||||
2014 | 2013 | |||||||
Federal income tax benefit attributable to: | ||||||||
Current operations | $ | 222,000 | $ | 36,000 | ||||
Valuation allowance | (222,000 | ) | (36,000 | ) | ||||
Net provision for federal income tax | $ | 0 | $ | 0 | ||||
Deferred Tax Asset | ' | |||||||
2014 | 2013 | |||||||
Deferred tax asset attributable to: | ||||||||
Net operating loss carryover | $ | 4,996,000 | $ | 4,774,000 | ||||
Valuation allowance | (4,996,000 | ) | (4,774,000 | ) | ||||
Net deferred tax asset | $ | 0 | $ | 0 |
OPERATING_EXPENSES_Tables
OPERATING EXPENSES (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Notes to Financial Statements | ' | |||||||
Schedule of Operating Expenses | ' | |||||||
Three months ended March 31, | ||||||||
2014 | 2013 | |||||||
Advertising | $ | 29,600 | $ | 3,340 | ||||
Professional fees | 92,553 | 53,098 | ||||||
Consulting | 15,814 | 20,407 | ||||||
Salaries, wages and benefits | 349,096 | 375,071 | ||||||
Rent | 15,148 | 15,148 | ||||||
Depreciation and amortization | 58,906 | 48,111 | ||||||
Settlement expense | 400,000 | 0 | ||||||
Stock-based compensation | 421,577 | 0 | ||||||
General and administrative | 89,264 | 218,794 | ||||||
Total Operating Expenses | $ | 1,471,958 | $ | 733,969 |
RESTATEMENT_Tables
RESTATEMENT (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
Equity [Abstract] | ' | ||||||||||
Schedule of Restatement | ' | ||||||||||
Three months ended March 31, 2013 | |||||||||||
Financial Statement | Line Item | Corrected | Previously Stated | ||||||||
Income statement | Revenue share expense | $ | 159,815 | $ | 40,203 | ||||||
Income statement | Loss from operations | $ | (224,494 | ) | $ | (104,882 | ) | ||||
Income statement | Loss before provision for income taxes | $ | (224,438 | ) | $ | (104,826 | ) | ||||
Income statement | Net loss | $ | (224,438 | ) | $ | (104,826 | ) | ||||
Statement of cash flows | Net loss | $ | (224,438 | ) | $ | (104,826 | ) | ||||
Statement of cash flows | Increase in revenue share payable | $ | 119,612 | $ | 0 |
NATURE_OF_BUSINESS_Details_Nar
NATURE OF BUSINESS (Details Narrative) | 3 Months Ended | |
Mar. 31, 2014 | Apr. 18, 2008 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
Date of Organization | 31-Jan-06 | ' |
Date of Incorporation | 22-Oct-07 | ' |
Capital stock of OptimizeRx Corporation exchanged for common stock of RFID, Ltd | ' | 1,256,958 |
Ownership of outstanding capital stock of RFID, Ltd. | ' | 100.00% |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' | ' |
Fiscal Year End | '--12-31 | ' |
Bad Debt Expense | $0 | ' |
Allowance for doubtful accounts | $0 | $0 |
Capital Assets Useful Life, Minimum | '3 years | ' |
Capital Assets Useful Life, Maximum | '7 years | ' |
Revenue Share Transaction Value, Minimum | 25.00% | ' |
Revenue Share Transaction Value, Maximum | 50.00% | ' |
PREPAID_EXPENSES_Schedule_of_P
PREPAID EXPENSES - Schedule of Prepaid Expenses (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | ' |
Insurance | $6,756 | $6,722 |
Rent | 5,049 | 5,049 |
Total prepaid expenses | $11,805 | $11,771 |
PROPERTY_AND_EQUIPMENT_Schedul
PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Abstract] | ' | ' |
Computer equipment | $22,360 | $22,360 |
Furniture and fixtures | 11,088 | 11,088 |
Subtotal | 33,448 | 33,448 |
Accumulated depreciation | -19,760 | -18,391 |
Property and equipment, net | $13,688 | $15,057 |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Property, Plant and Equipment [Abstract] | ' | ' |
Depreciation | $1,369 | $1,407 |
WEB_DEVELOPMENT_COSTS_Schedule
WEB DEVELOPMENT COSTS - Schedule of Web Development Costs (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Notes to Financial Statements | ' | ' |
OptimizeRx web development | $154,133 | $154,133 |
SampleMD web development | 602,517 | 602,517 |
SampleMD 2.0 | 224,035 | 148,060 |
Subtotal, web development costs | 980,685 | 904,710 |
Accumulated amortization | -482,548 | -440,641 |
Impairment | -59,083 | -59,083 |
Web development costs, net | $439,054 | $404,986 |
WEB_DEVELOPMENT_COSTS_Details_
WEB DEVELOPMENT COSTS (Details Narrative) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Notes to Financial Statements | ' | ' | ' |
Useful Life of Website | '5 years | ' | ' |
SampleMD 2.0 | $224,035 | ' | $148,060 |
Unamortized Debt Issuance Expense | -59,083 | ' | -59,083 |
Amortization Expense of Website | $41,907 | $32,572 | ' |
PATENT_RIGHTS_AND_INTANGIBLE_A
PATENT RIGHTS AND INTANGIBLE ASSETS - Schedule of Patent and Trademarks (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Patent rights and intangible assets | $930,000 | $930,000 |
Patent defense costs | 111,707 | 87,993 |
New patents and trademarks | 72,178 | 62,595 |
Accumulated amortization | -210,268 | -194,638 |
Patent rights and intangible assets, net | $903,617 | $885,950 |
PATENT_RIGHTS_AND_TRADEMARKS_D
PATENT RIGHTS AND TRADEMARKS (Details Narrative) (USD $) | 3 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2010 | Apr. 26, 2010 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' | ' | ' |
Common stock shares granted to acquire exclusive patent rights | ' | ' | 300,000 | 300,000 |
Options granted to acquire exclusive patent rights | ' | ' | 200,000 | 200,000 |
Options granted to acquire exclusive patent rights, value | ' | ' | $360,000 | $360,000 |
Common stock shares granted to acquire exclusive patent rights, value | ' | ' | 570,000 | 570,000 |
Useful life of Patent | '17 years | ' | ' | ' |
Amortization Expense of Patent | $15,630 | $14,132 | ' | ' |
ACCRUED_EXPENSES_Schedule_of_A
ACCRUED EXPENSES - Schedule of Accrued Expenses (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Payables and Accruals [Abstract] | ' | ' |
Audit fees | $0 | $12,000 |
Payroll taxes | 146,042 | 0 |
Total accrued expenses | $146,042 | $12,000 |
DEFERRED_REVENUE_Details_Narra
DEFERRED REVENUE (Details Narrative) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Revenue Recognition [Abstract] | ' | ' |
Deferred revenue | $168,714 | $4,252 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | Dec. 31, 2010 | Apr. 26, 2010 |
Related Party Transactions [Abstract] | ' | ' |
Common stock shares granted to acquire exclusive patent rights | 300,000 | 300,000 |
Options granted to acquire exclusive patent rights | 200,000 | 200,000 |
Options granted to acquire exclusive patent rights, value | $360,000 | $360,000 |
Common stock shares granted to acquire exclusive patent rights, value | $570,000 | $570,000 |
COMMON_STOCK_Details_Narrative
COMMON STOCK (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Sep. 30, 2011 | Dec. 31, 2013 | Dec. 31, 2010 | Dec. 31, 2008 | Mar. 31, 2014 | Mar. 17, 2014 | Feb. 27, 2014 | Dec. 01, 2013 | Jun. 01, 2013 | Jan. 02, 2014 | Sep. 20, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Jan. 02, 2014 | Mar. 18, 2014 | Mar. 18, 2014 | Mar. 31, 2014 | Jan. 29, 2014 | |
Separation Agreement | Securities Sold under Agreement | North Coast Advisors | North Coast Advisors | North Coast Advisors | Separation Agreement | Separation Agreement | Vicis Capital Agmt | Vicis Capital Amdt #1 | Vicis Capital Amdt #1 | Securities Sold under Agreement | Three Officers | Employee Bonus | Cashless Exercise | |||||||
Common Stock Shares Authorized | 500,000,000 | ' | ' | 500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Par Value Per Share | $0.00 | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Shares Issued | 23,168,337 | ' | ' | 14,773,496 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Issued | ' | ' | ' | ' | ' | ' | ' | 8,333,333 | 10,000 | 20,000 | 20,000 | 250,000 | 250,000 | ' | ' | ' | ' | ' | 337,500 | 410,348 |
Shares Issued, per share value | ' | ' | ' | ' | ' | ' | ' | $1.20 | ' | $1.50 | $1.95 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'P2Y | ' | ' | '12/30/13 | ' | '3/31/14 | ' | ' | ' | ' |
Shares Issued, value | $23,168 | ' | ' | $14,773 | ' | ' | ' | ' | $18,500 | ' | ' | ' | $505,000 | ' | ' | ' | ' | ' | $570,375 | ' |
Deferred stock compensation | -454,409 | ' | ' | -233,942 | ' | ' | ' | ' | ' | ' | ' | ' | -116,538 | ' | ' | ' | ' | ' | 285,188 | ' |
Stock-based compensation | 421,577 | 0 | ' | ' | ' | ' | 58,270 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument | 9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,000,000 | ' | ' | ' | ' | ' | ' |
Debt redemption, amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 6,000,000 | ' | ' | ' | ' |
Shares Issued, proceeds | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commissions | ' | ' | ' | ' | ' | ' | ' | 970,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Warrants Issued | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 804,139 | 200,000 | ' | ' |
Common Stock Warrants Exercise Price | ' | ' | 3 | ' | 3 | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.2 | ' | ' | ' |
Common Stock Warrants Expiration | ' | ' | '7 years | ' | '7 years | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' |
Common stock issued for equity issuance costs | $378,000 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $378,000 | ' | ' |
Warrants exercised, number of shares | -500,000 | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -500,000 |
PREFERRED_STOCK_Details_Narrat
PREFERRED STOCK (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
Sep. 30, 2011 | Dec. 31, 2010 | Dec. 31, 2008 | Sep. 30, 2013 | Feb. 28, 2013 | Sep. 30, 2013 | Feb. 28, 2013 | Mar. 17, 2014 | Dec. 31, 2013 | Sep. 30, 2012 | Feb. 29, 2012 | Mar. 17, 2014 | Dec. 31, 2013 | Sep. 30, 2012 | Feb. 29, 2012 | |
Series A | Series A | Series B | Series B | Series A | Series A | Series A | Series A | Series B | Series B | Series B | Series B | ||||
Preferred Stock Series A Stock Share Issued For Proceeds | ' | ' | 35 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock Series A Value | ' | ' | $3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock Series A Stock Issuance Expense | ' | ' | 515,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock Series A Stock Net Proceeds | ' | ' | 2,985,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Preferred Stock Series A Shares Issued Upon Conversion | ' | ' | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock Series A Stock Dividend Rate Percentage | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Warrants Issued For Purchase | 1,000,000 | 3,000,000 | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Warrants Exercise Price | 3 | 3 | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Warrants Expiration | '7 years | '7 years | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock Series B Shares Issued For Proceeds | 15 | 15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock Series B Value | 1,500,000 | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Preferred Stock Series B Shares Issued Upon Conversion | 1,000,000 | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock Series B Stock Dividend Rate Percentage | 10.00% | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock Series B Stock Issuance Expense | ' | 350,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock Series B Stock Net Proceeds | ' | 1,150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Warrants Issued | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Undeclared dividends | ' | ' | ' | $350,000 | $350,000 | $150,000 | $150,000 | $0 | $700,000 | $350,000 | $350,000 | $0 | $300,000 | $150,000 | $150,000 |
STOCK_OPTIONS_AND_WARRANTS_Sch
STOCK OPTIONS AND WARRANTS - Schedule of Stock Options (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Notes to Financial Statements | ' | ' |
Beginning Balance, number of shares | 1,130,000 | 1,276,100 |
Beginning Balance, weighted average exercise price | 0.97 | 0.97 |
Options granted, number of shares | 277,500 | 2,125,000 |
Options granted, weighted average exercise price | 1.75 | 1 |
Options exercised, number of shares | 0 | 0 |
Options exercised, weighted average exercise price | 0 | 0 |
Options expired, number of shares | 0 | -2,271,100 |
Options expired, weighted average exercise price | 0 | -1 |
Ending Balance, number of shares | 1,407,500 | 1,130,000 |
Ending Balance, weighted average exercise price | 1.12 | 0.97 |
STOCK_OPTIONS_AND_WARRANTS_Sch1
STOCK OPTIONS AND WARRANTS - Schedule of Warrants (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Notes to Financial Statements | ' | ' |
Beginning Balance, number of shares | 11,750,000 | 12,277,000 |
Beginning Balance, weighted average exercise price | $2.27 | $2.25 |
Warrants granted, number of shares | 804,139 | 0 |
Warrants granted, weighted average exercise price | $1.20 | $0 |
Warrants exercised, number of shares | -500,000 | 0 |
Warrants exercised, weighted average exercise price | ($0.35) | $0 |
Warrants expired, number of shares | 0 | -527,000 |
Warrants expired, weighted average exercise price | $0 | ($1.73) |
Warrants cancelled, number of shares | -10,000,000 | ' |
Warrants cancelled, weighted average exercise price | ($2.40) | ' |
Ending Balance, number of shares | 2,054,139 | 11,750,000 |
Ending Balance, weighted average exercise price | $1.70 | $2.27 |
STOCK_OPTIONS_AND_WARRANTS_Det
STOCK OPTIONS AND WARRANTS (Details Narrative) (USD $) | 3 Months Ended | 3 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 3 Months Ended | ||||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Dec. 31, 2012 | Mar. 31, 2014 | Dec. 31, 2013 | Oct. 30, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Nov. 08, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 17, 2014 | |
Non-Employee Stock Options | Non-Employee Stock Options | Six Employees Stock Options | Six Employees Stock Options | Six Employees Stock Options | Two Non-Employee Stock Options | Two Non-Employee Stock Options | Two Non-Employee Stock Options | Five Employees Stock Options | Non-Employee Stock Options 2 | Two Companies | Two Companies | |||||
Stock Options, Issued | ' | ' | ' | ' | ' | $25,000 | ' | ' | $50,000 | ' | ' | $75,000 | $267,500 | $10,000 | ' | ' |
Stock Options, Exercise Price | ' | ' | ' | ' | ' | 1.58 | ' | ' | 1 | ' | ' | 1 | 1.54 | 1.85 | ' | ' |
Stock Options, Exercise Price, max | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.82 | ' | ' | ' |
Stock Options, Value Based on Black-Scholes Option Pricing Model | ' | ' | ' | ' | ' | 40,007 | ' | ' | 46,322 | ' | ' | 70,961 | 423,712 | 16,935 | ' | ' |
Stock Options, Vesting Period | ' | ' | ' | ' | ' | '1 year | ' | ' | '1 year | ' | ' | '1 year | '1 year | '6 months | ' | ' |
Share Based Compensation Expense | 421,577 | 0 | ' | ' | 10,002 | ' | 11,581 | 7,720 | ' | 17,740 | 11,827 | ' | 24,654 | 5,645 | ' | ' |
Deferred stock compensation | -454,409 | ' | -233,942 | ' | ' | ' | ' | ' | ' | ' | ' | 41,394 | ' | ' | ' | ' |
Warrants, Issued | 2,054,139 | ' | 11,750,000 | 12,277,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 804,139 |
Warrants, Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.20 |
Stock warrants issued for equity issuance costs | $1,110,211 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,110,211 | ' |
Schedule_of_Rent_Expense_Detai
Schedule of Rent Expense (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Leases [Abstract] | ' |
Minimum Annual Rent | $55,542 |
Total Lease Commitment | $55,542 |
OPERATING_LEASES_Details_Narra
OPERATING LEASES (Details Narrative) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Leases [Abstract] | ' |
Monthly Rent Due | $5,000 |
Term Of Lease | '3 years |
Additional Renewal Option | '2 years |
Monthly Rent Option | $5,200 |
MAJOR_CUSTOMERS_Details_Narrat
MAJOR CUSTOMERS (Details Narrative) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Notes to Financial Statements | ' | ' |
Major Customers | 44.00% | 72.00% |
INCOME_TAXES_Federal_Income_Ta
INCOME TAXES - Federal Income Tax (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Federal income tax (expense) benefit attributable to: | ' |
Current operations | $222,000 |
Valuation allowance | 73,000 |
Net provision for federal income tax | $0 |
INCOME_TAXES_Deferred_Tax_Asse
INCOME TAXES - Deferred Tax Asset (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Deferred tax asset attributable to: | ' | ' |
Net operating loss carryover | $4,996,000 | $4,774,000 |
Valuation allowance | -4,996,000 | -4,774,000 |
Net deferred tax asset | $0 | $0 |
INCOME_TAXES_Details_Narrative
INCOME TAXES (Details Narrative) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Operating Income Loss | $653,000 | ' | ' |
Operating Loss Carryforwards | ' | $13,718,000 | $14,371,000 |
Carryforward Expiration Date | 1-Jan-33 | ' | ' |
Effective Income Tax Rate | 34.00% | ' | ' |
OPERATING_EXPENSES_Schedule_of
OPERATING EXPENSES - Schedule of Operating Expenses (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Notes to Financial Statements | ' | ' |
Advertising | $29,600 | $3,340 |
Professional fees | 92,553 | 53,098 |
Consulting | 15,814 | 20,407 |
Salaries, wages and benefits | 349,096 | 375,071 |
Rent | 15,148 | 15,148 |
Depreciation and amortization | 58,906 | 48,111 |
Settlement expense | 400,000 | 0 |
Stock-based compensation | 421,577 | 0 |
General and administrative | 89,264 | 218,794 |
Total Operating Expenses | $1,471,958 | $733,969 |
RESTATEMENT_Schedule_of_Restat
RESTATEMENT - Schedule of Restatement (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
REVENUE SHARE EXPENSE | $498,810 | $159,815 |
INCOME (LOSS) FROM OPERATING | -653,421 | -224,494 |
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | -653,315 | -224,438 |
NET INCOME (LOSS) | -653,315 | -224,438 |
Net income (loss) for the period | -653,315 | -224,438 |
Revenue share payable | -395,935 | 119,612 |
Correction | ' | ' |
REVENUE SHARE EXPENSE | 159,815 | ' |
INCOME (LOSS) FROM OPERATING | -224,494 | ' |
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | -224,438 | ' |
NET INCOME (LOSS) | -224,438 | ' |
Net income (loss) for the period | -224,438 | ' |
Revenue share payable | 119,612 | ' |
Previously Stated | ' | ' |
REVENUE SHARE EXPENSE | 40,203 | ' |
INCOME (LOSS) FROM OPERATING | -104,882 | ' |
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | -104,826 | ' |
NET INCOME (LOSS) | -104,826 | ' |
Net income (loss) for the period | -104,826 | ' |
Revenue share payable | $0 | ' |
LAWSUIT_SETTLEMENT_Details_Nar
LAWSUIT SETTLEMENT (Details Narrative) (LDM Settlement, USD $) | Mar. 31, 2014 | Mar. 18, 2014 |
Date of Settlement | 28-Feb-14 | ' |
Settlement Expense | ' | $400,000 |
Settlement Description | ' | ' |
On February 28, 2014, a Settlement Agreement was reached with LDM, and the judge dismissed the case with prejudice on March 18, 2014. Per the terms of the settlement agreement, the Company paid a one-time fee of $400,000 and will pay LDM the greater of $0.37 per patient discount distributed by OptimizeRx or 10% of the total revenue earned by OptimizeRx for distribution and redemption of all patent discounts. This amount was included in operating expenses in the consolidated statement of operations for the three months ended March 31, 2014. |
SUBSEQUENT_EVENTS_Details_Narr
SUBSEQUENT EVENTS (Details Narrative) (CFO Employment Agmt, USD $) | 3 Months Ended |
Mar. 31, 2014 | |
CFO Employment Agmt | ' |
Date of Employment | 12-May-14 |
Salary compensation | $125,000 |
Stock Options, Issued | $100,000 |