0001213900-22-009736 | 10-K | XBRL Viewer

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

$ 1,610,813

^[1]

Level 1 [Member]

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Level 2 [Member]

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

Level 3 [Member]

Fair Value Measurement Inputs and Valuation Techniques [Line Items]

1,610,813

^[1]

Fair Value [Member]

Property, Plant and Equipment [Abstract]

$ 1,610,813

^[1]

[1]	The contingent consideration is based off achieving certain revenue milestones in each of the next two years. The Geometric-Brownian motion analysis was used to generate spot prices for use in an option pricing model. For 2020, the final payout had been determined and was paid in 2021.

Property and Equipment

12 Months Ended

Dec. 31, 2021

PROPERTY AND EQUIPMENT

NOTE 4 – PROPERTY AND EQUIPMENT

The Company owned equipment recorded at cost, which consisted of the following as of December 31, 2021 and 2020:

	2021		2020
Computer equipment	$	267,917	$	169,247
Furniture and fixtures		200,250		198,665
		468,167		367,912
Less accumulated depreciation		324,349		219,058
Property and equipment, net	$	143,818	$	148,854

Depreciation expense was $105,360 and $95,202 for the years ended December 31, 2021 and 2020, respectively.

Deferred Revenue (Details) - USD ($)	12 Months Ended
Deferred Revenue (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Deferred Revenue [Abstract]
Deferred revenue	$ 1,389,908	$ 285,795

Consolidated Statement of Stockholders’ Equity - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2019	$ 14,601	$ 78,272,268	$ (33,424,610)	$ 44,862,259
Balance (in Shares) at Dec. 31, 2019	14,600,579
Stock-based compensation expense
Options		1,884,202		1,884,202
Restricted Stock	$ 84	838,430		838,514
Restricted Stock (in Shares)	84,746
Issuance of common stock:
For board compensation	$ 29	450,095		450,124
For board compensation (in Shares)	28,809
For stock options exercised	$ 415	2,487,979		2,488,394
For stock options exercised (in Shares)	414,705
For contingent purchase price and escrow hold back	$ 94	1,657,454		1,657,548
For contingent purchase price and escrow hold back (in Shares)	94,501
Net income for the year			(2,207,127)	(2,207,127)
Balance at Dec. 31, 2020	$ 15,223	85,590,428	(35,631,737)	49,973,914
Balance (in Shares) at Dec. 31, 2020	15,223,340
Stock-based compensation expense
Options		2,709,781		2,709,781
Restricted Stock	$ 3	2,532,088		2,532,091
Restricted Stock (in Shares)	3,333
Issuance of common stock:
For board compensation	$ 5	250,080		250,085
For board compensation (in Shares)	4,730
For stock options exercised	$ 1,106	4,863,125		4,864,231
For stock options exercised (in Shares)	1,105,822
Public offering of common shares, net of offering costs	$ 1,524	70,670,012		70,671,536
Public offering of common shares, net of offering costs (in Shares)	1,523,750
Net income for the year			378,079	378,079
Balance at Dec. 31, 2021	$ 17,861	$ 166,615,514	$ (35,253,658)	$ 131,379,717
Balance (in Shares) at Dec. 31, 2021	17,860,975

Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies (Details) [Line Items]
Bad debt expense	$ 80,000	$ 200,000
Allowance for doubtful accounts	241,219	158,163
Unbilled amounts of accounts receivable	$ 2,110,865	757,218
Percentage of realized upon ultimate settlement	50.00%
Cash balances for insured limits	$ 83,312,524	$ 9,936,806
Diluted loss per common share (in Shares)		820,059
Restricted stock (in Shares)		911,726
Restricted Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Restricted stock (in Shares)		91,667

Deferred Revenue (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure Text Block [Abstract]

Schedule of deferred revenue

Balance January 1, 2021	$	285,795
Revenue recognized		(18,006,973	)
Amount collected		19,111,086
Balance December 31, 2021	$	1,389,908

Balance January 1, 2020	$	580,014
Revenue recognized		(16,260,166	)
Amount collected		15,680,152
Balance December 31, 2020	$	285,795

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of financial assets and liabilities measured on a recurring basis

	2021
	Level 1		Level 2		Level 3		Fair Value		Carrying Value

Liabilities
Contingent Purchase Price Payable	$	-	$	-	$	-	$	-	$	-

	2020
	Level 1		Level 2		Level 3		Fair Value		Carrying Value

Liabilities
Contingent Purchase Price Payable (1)	$	-	$	-	$	1,610,813	$	1,610,813	$	1,610,813

Schedule of changes in fair value of the Company’s Level 3 financial instruments

	Amount
Balance December 31, 2019	$	6,720,000
Payment of CareSpeak Communication contingent consideration		(1,389,187	)
Payment of RMDY Health, Inc. contingent consideration		(3,860,390	)
Increase in the value of the RMDY Health, Inc. contingent consideration		140,390
Balance December 31, 2020		1,610,813
Payment of CareSpeak Communication contingent consideration		(1,610,813	)
Balance December 31, 2021	$	-

Schedule of revenue is earned from life sciences companies

	2021		2020
Life Science Companies	$	59,018,033	$	41,358,746
Other		2,274,565		1,954,577
Total Revenue	$	61,292,598	$	43,313,323

Schedule of expected dividends

	2021			2020

Expected dividend yield		0	%		0	%
Risk free interest rate		0.19% - 0.67	%		0.16% - 1.63	%
Expected option term		3.5 years			3.5 years
Turnover/forfeiture rate		0	%		0	%
Expected volatility		67 % - 70	%		65 % - 71	%
Weighted average grant date fair value	$	26.36		$	5.49

Schedule of weighted average shares outstanding and the basic and diluted earnings per common share

	Net Income		Shares		Per Share Amount
Year ended December 31, 2021
Basic EPS	$	378,079		17,228,019	$	0.02

Diluted EPS	$	378,079		17,690,489	$	0.02

	Net (Loss)			Shares		Per Share Amount
Year ended December 31, 2020
Basic EPS	$	(2,207,127	)		14,827,923	$	(0.15	)

Diluted EPS	$	(2,207,127	)		14,827,923	$	(0.15	)

Intangible Assets (Details) - Schedule of intangible assets included on the consolidated balance sheet - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Intangible Assets (Details) - Schedule of intangible assets included on the consolidated balance sheet [Line Items]
Intangible assets, Gross Carrying Amount	$ 17,513,828	$ 17,128,153
Accumulated Amortization	6,867,174	5,007,209
Intangible assets, Net	$ 10,646,654	$ 12,120,944
Weighted Average Life Remaining
Technology Assets [Member]
Intangible Assets (Details) - Schedule of intangible assets included on the consolidated balance sheet [Line Items]
Intangible assets, Gross Carrying Amount	$ 8,548,930	$ 8,184,765
Accumulated Amortization	3,959,804	2,932,943
Intangible assets, Net	$ 4,589,126	$ 5,251,822
Weighted Average Life Remaining	4 years 10 months 24 days	7 years 8 months 12 days
Patent rights [Member]
Intangible Assets (Details) - Schedule of intangible assets included on the consolidated balance sheet [Line Items]
Intangible assets, Gross Carrying Amount	$ 3,362,898	$ 3,341,388
Accumulated Amortization	1,207,872	991,818
Intangible assets, Net	$ 2,155,026	$ 2,349,570
Weighted Average Life Remaining	9 years 7 months 6 days	11 years 6 months
Tradename [Member]
Intangible Assets (Details) - Schedule of intangible assets included on the consolidated balance sheet [Line Items]
Intangible assets, Gross Carrying Amount	$ 3,586,000	$ 3,586,000
Accumulated Amortization	537,900	298,833
Intangible assets, Net	$ 3,084,100	$ 3,287,167
Weighted Average Life Remaining	12 years 8 months 12 days	13 years 8 months 12 days
Non-compete agreements [Member]
Intangible Assets (Details) - Schedule of intangible assets included on the consolidated balance sheet [Line Items]
Intangible assets, Gross Carrying Amount	$ 1,093,000	$ 1,093,000
Accumulated Amortization	899,635	611,885
Intangible assets, Net	$ 193,365	$ 481,115
Weighted Average Life Remaining	7 months 6 days	1 year 7 months 6 days
Customer relationships [Member]
Intangible Assets (Details) - Schedule of intangible assets included on the consolidated balance sheet [Line Items]
Intangible assets, Gross Carrying Amount	$ 923,000	$ 923,000
Accumulated Amortization	261,963	171,730
Intangible assets, Net	$ 661,037	$ 751,270
Weighted Average Life Remaining	8 years 4 months 24 days	9 years 9 months 18 days
Other intangible assets [Member]
Intangible Assets (Details) - Schedule of intangible assets included on the consolidated balance sheet [Line Items]
Intangible assets, Gross Carrying Amount	$ 5,602,000	$ 5,602,000
Accumulated Amortization	1,699,498	1,082,448
Intangible assets, Net	$ 3,902,502	$ 4,519,552
Weighted Average Life Remaining

Summary of Significant Accounting Policies (Details) - Schedule of revenue is earned from life sciences companies - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of revenue is earned from life sciences companies [Abstract]
Life Science Companies	$ 59,018,033	$ 41,358,746
Other	2,274,565	1,954,577
Total Revenue	$ 61,292,598	$ 43,313,323

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 13 – INCOME TAXES

As of December 31, 2021, the Company had net operating loss carry-forwards for federal income tax purposes of approximately $26.4 million, consisting of pre-2018 losses in the amount of approximately $13.2 million that expire from 2021 through 2037, and post-2017 losses in the amount of approximately $13.2 million that will never expire. These net operating losses are available to offset future taxable income. The Company was formed in 2006 as a limited liability company and changed to a corporation in 2007. Activity prior to incorporation is not reflected in the Company’s corporate tax returns. In the future, the cumulative net operating loss carry-forward for income tax purposes may differ from the cumulative financial statement loss due to timing differences between book and tax reporting.

The provision for Federal income tax consists of the following for the years ended December 31, 2021 and 2020:

	2021			2020
Federal income tax benefit (expense) attributable to:
Current operations	$	(79,000	)	$	463,000
State tax effect, net of federal benefit		582,000			-
State rate change		397,000			-
Change in fair value of contingent consideration		-			(29,000	)
Option exercise benefits, net of Section 162M limitations		2,171,000			207,000
Other permanent items		(9,000	)		(7,000	)
Other adjustments		(30,000	)		104,000
NOLs expiring		(26,000	)		(209,000	)
Valuation allowance		(3,006,000	)		(529,000	)
Net provision for federal income tax	$	-		$	-

		2021		2020

Current tax benefit (expense) - Federal	$	-	$	-
Deferred tax benefit (expense) - Federal		-		-
Adjustment of valuation allowance from business combination		-		-
Total tax benefit (expense) on income	$	-	$	-

The cumulative tax effect of significant items comprising our net deferred tax amount at the expected rate of 21% is as follows as of December 31, 2021 and 2020:

	2021			2020
Deferred tax asset attributable to:
Net operating loss carryover	$	6,887,000		$	4,057,000
Stock compensation		809,000			353,000
Operating lease liability		88,000			94,000
Fixed Assets		13,000			-
Other		85,000			44,000
Deferred tax asset	$	7,882,000		$	4,548,000

Deferred tax liabilities attributable to:
Intangibles	$	(2,490,000	)	$	(2,181,000	)
Operating lease right of use assets		(88,000	)		(94,000	)
Other		(41,000	)		(16,000	)
Deferred tax liability	$	(2,619,000	)	$	(2,291,000	)
Net deferred tax asset	$	5,263,000			2,257,000
Valuation allowance		(5,263,000	)		(2,257,000	)
Net deferred tax asset, net of valuation allowance	$	-		$	-

The ultimate realization of deferred tax assets is dependent upon the Company’s ability to generate sufficient taxable income during the periods in which the net operating losses expire and the temporary differences become deductible. The Company has determined that there is significant uncertainty that the results of future operations and the reversals of existing taxable temporary differences will generate sufficient taxable income to realize the deferred tax assets; therefore, a valuation allowance has been recorded. In making this determination, the Company considered historical levels of income, projections for future periods, and the significant amount of tax deductions to be generated from the future exercise of stock options.

The tax years 2018 to 2021 remain open for potential audit by the Internal Revenue Service. There are no uncertain tax positions as of December 31, 2020 or December 31, 2021, and none are expected in the next 12 months. The Company’s foreign subsidiaries are cost centers that are primarily reimbursed for expenses, as a result they generate an immaterial amount of income or loss. Pretax book income (loss) is all from domestic operations. Up to four years of returns remain open for potential audit in foreign jurisdictions, however any audits for periods prior to ownership by the Company are the responsibility of the previous owners.

Under certain circumstances issuance of common shares can result in an ownership change under Internal Revenue Code Section 382, which limits the Company’s ability to utilize carry-forwards from prior to the ownership change. Any such ownership change resulting from stock issuances and redemptions could limit the Company’s ability to utilize any net operating loss carry-forwards or credits generated before this change in ownership. These limitations can limit both the timing of usage of these laws, as well as the loss of the ability to use these net operating losses. It is likely that fundraising activities have resulted in such an ownership change.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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Property, Plant and Equipment [Abstract]

Leases (Details) - Schedule of lease cost - USD ($)

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Schedule of lease cost [Abstract]

Operating lease cost

$ 132,305

$ 119,954

Short-term lease cost

^[1]

52,375

130,216

Total lease cost

$ 184,680

$ 250,170

[1]	Short-term lease cost includes any lease with a term of less than 12 months.

Prepaid Expenses

12 Months Ended

Dec. 31, 2021

Prepaid Expenses [Abstract]

PREPAID EXPENSES

NOTE 3 – PREPAID EXPENSES

Prepaid expenses consisted of the following as of December 31, 2021 and 2020:

	2021		2020
Prepaid revenue share and exclusivity payments		4,266,668		3,750,000
EHR access fees		250,000		317,726
Data		168,462		29,408
Insurance		156,327		77,887
Other		789,198		281,590
Total prepaid expenses	$	5,630,655	$	4,456,611

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of property and equipment

	2021		2020
Computer equipment	$	267,917	$	169,247
Furniture and fixtures		200,250		198,665
		468,167		367,912
Less accumulated depreciation		324,349		219,058
Property and equipment, net	$	143,818	$	148,854

Stock Compensation (Details) - USD ($)	12 Months Ended
Stock Compensation (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Stock Compensation (Details) [Line Items]
Restricted stock awards	303,556	94,746
Shares issued	112,536
Granted shares	2,133,276
Percentage of fair market value of common stock	100.00%
Compensation expense (in Dollars)	$ 2,709,781	$ 1,884,202
Expense remaining to be recognized related to unvested options (in Dollars)	9,685,867
Restricted stock units value (in Dollars)	$ 20,125,861	850,985
Vested price units description	A total of 60,191, 60,191, and 62,016 units vest if the stock price hits $98.87, $131.82, $164.78, respectively. As described in Note 2, these market-based restricted stock units were valued using a Monte Carlo simulation model, with expected vesting in 1.6, 2.25, and 2.71 years, respectively, for the three price targets.
Options Held [Member]
Stock Compensation (Details) [Line Items]
Options outstanding years	2 years 4 months 24 days
Share-based Payment Arrangement [Member]
Stock Compensation (Details) [Line Items]
Authorized shares	3,000,000
Restricted stock awards	145,550
Restricted Stock [Member]
Stock Compensation (Details) [Line Items]
Shares of common stock underlying restricted stock unit awards	254,188
Expense remaining to be recognized related to unvested options (in Dollars)	$ 18,389,797
Stock compensation recognized expense (in Dollars)	$ 2,532,091	$ 838,514
Weighted average contractual life	3 years
Restricted stock units issued	182,938
Board of Directors [Member]
Stock Compensation (Details) [Line Items]
Shares issued	2,500,000
Board of Directors [Member] \| Common Stock [Member] \| Share-based Payment Arrangement [Member]
Stock Compensation (Details) [Line Items]
Total shares of common stock options	671,011
Minimum [Member] \| Restricted Stock [Member]
Stock Compensation (Details) [Line Items]
Vested term	1 year 7 months 6 days
Maximum [Member] \| Restricted Stock [Member]
Stock Compensation (Details) [Line Items]
Vested term	5 years

Major Customers and Vendors (Tables)

12 Months Ended

Dec. 31, 2021

Risks and Uncertainties [Abstract]

Schedule of customers accounted percentage of revenue

	2021				2020
	$		%		$		%
Customer A		14,268,819		23.0		5,037,888		11.6
Customer B		5,206,305		8.5		4,824,454		11.1
Customer C		3,157,075		5.2		5,469,126		12.1

	2021				2020
	$		%		$		%
Partner A		33,041,503		53.9		22,813,574		52.7
Partner B		9,554,266		15.6		7,092,477		16.4

Related Party Transactions (Details)	12 Months Ended
Related Party Transactions (Details)	Dec. 31, 2021 USD ($)
Related Party Transactions [Abstract]
Common stock options	$ 930,000
Revenue from contracts	$ 218,333

Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 946
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07.1(c))
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Subparagraph (SX 210.13-01(a)(5))
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 470
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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CONTINGENT PURCHASE PRICE

Contingent Purchase Price

12 Months Ended

Dec. 31, 2021

Loss Contingency [Abstract]

NOTE 8 – CONTINGENT PURCHASE PRICE

Our purchase of CareSpeak Communications contained a contingent element that would be paid only if the Company achieved certain patient engagement revenues in 2019 and 2020. The total contingent payment could have been up to $3.0 million. The target patient engagement revenues were achieved in both 2019 and in 2020. The calculated fair value of the contingent payment was $3,000,000 at December 31, 2019 and $1,610,813 at December 31, 2020. The final required payment was made in 2021.

Our purchase of RMDY Health, Inc. also contained a contingent element that would be paid only if the Company achieves certain revenues in 2020 and 2021 related to the RMDY business. The total contingent payment could have been up to $30.0 million. The minimum payment was $1.0 million in each of the two years. The calculated fair value of the contingent payment was $3,720,000 at December 31, 2019. We determined the fair value of the Contingent Purchase Price Payable at December 31, 2019 using a Geometric-Brownian motion analysis of the expected revenue and resulting earnout payment using inputs that include the spot price, a risk free rate of return of 1.4%, a term of 2 years, and volatility of 35%. During 2020, we reached agreement with the former shareholders of RMDY to fix the liability at $3.75 million, payable in a combination of cash and stock. Because of the change in the share price between the date of agreement and the date of payment, the amount recorded for the stock amount varied from the agreed amount. The liability was paid in full during 2020 and was paid with a $3.0 million cash payment and the remainder in shares of common stock.

There was no contingent purchase price payable at December 31, 2021.

The total fair value of contingent purchase price payable at December 31, 2020 is as follows.

	Current		Long-Term		Total
CareSpeak Communications, Inc.	$	1,610,813		-	$	1,610,813
RMDY Health		-		-		-
Total	$	1,610,813	$	-	$	1,610,813

Leases

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

LEASES

NOTE 11 – LEASES

In February 2016, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance on leases. The accounting standard, effective January 1, 2019, requires virtually all leases to be recognized on the balance sheet. Under the guidance, we have elected not to separate lease and non-lease components in recognition of the lease-related assets and liabilities, as well as the related lease expense.

We have operating leases with terms greater than 12 months for office space in three multitenant facilities, which are recorded as assets and liabilities. The lease on our headquarters space in Rochester, Michigan expires November 30, 2023, with a renewal option through 2025, with monthly rent payable at rates ranging from $6,384 to $6,688. We have assumed renewal of the lease. We also have a lease on office space in Cranbury, New Jersey, which expired in January 2022 with a monthly payment of $3,158, as well as a lease of approximately $1,883 per month in Zagreb, Croatia expiring in 2024.

Lease-related assets, or right-of-use assets, are recognized at the lease commencement date at amounts equal to the respective lease liabilities, adjusted for prepaid lease payments, initial direct costs, and lease incentives received. Lease-related liabilities are recognized at the present value of the remaining contractual fixed lease payments, discounted using our incremental borrowing rate. Operating lease expense is recognized on a straight-line basis over the lease term, while variable lease payments are expensed as incurred.

For the years ended December 31, 2021 and 2020, the Company’s lease cost consisted of the following components, each of which is included in operating expenses within the Company’s consolidated statements of operations:

	2021		2020

Operating lease cost	$	132,305	$	119,954
Short-term lease cost (1)		52,375		130,216
Total lease cost	$	184,680	$	250,170

(1)

Short-term lease cost includes any lease with a term of less than 12 months.

The table below presents the future minimum lease payments to be made under operating leases as of December 31, 2021:

For the year ending December 31,
2022		103,418
2023		100,260
2024		80,550
2025		70,224
Total		354,452
Less: present value discount		26,744
Total lease liabilities	$	327,708

The weighted average remaining lease term for operating leases is 3.6 years and the weighted average discount rate used in calculating the operating lease asset and liability is 4.5%. Cash paid for amounts included in the measurement of lease liabilities was $124,919. For the year ended December 31, 2021, payments on lease obligations were $142,284 and amortization on the right of use assets was $121,129. For the year ended December 31, 2020, payments on lease obligations were $138,019 and amortization on the right of use assets was $104,805.

Contingent Purchase Price (Tables)

12 Months Ended

Dec. 31, 2021

Loss Contingency [Abstract]

Schedule of fair value of contingent purchase price payable

	Current		Long-Term		Total
CareSpeak Communications, Inc.	$	1,610,813		-	$	1,610,813
RMDY Health		-		-		-
Total	$	1,610,813	$	-	$	1,610,813

Deferred Revenue

12 Months Ended

Dec. 31, 2021

Disclosure Text Block [Abstract]

DEFERRED REVENUE

NOTE 6 – DEFERRED REVENUE

The Company has several signed contracts with customers for the distribution of financial messaging, or other services, which include payment in advance. The payments are not recorded as revenue until the revenue is earned under its revenue recognition policy discussed in Note 2. Deferred revenue was $1,389,908 and $285,795 as of December 31, 2021 and 2020, respectively. These contracts are all short term in nature and all revenue is expected to be recognized within 12 months, or less. Following is a summary of activity in the deferred revenue account for the year ended December 31, 2021.

Balance January 1, 2021	$	285,795
Revenue recognized		(18,006,973	)
Amount collected		19,111,086
Balance December 31, 2021	$	1,389,908

Following is a summary of activity in the deferred revenue account for the year ended December 31, 2020.

Balance January 1, 2020	$	580,014
Revenue recognized		(16,260,166	)
Amount collected		15,680,152
Balance December 31, 2020	$	285,795

Related Party Transactions

12 Months Ended

Dec. 31, 2021

RELATED PARTY TRANSACTIONS

NOTE 7 – RELATED PARTY TRANSACTIONS

During the year ended December 31, 2010, the Company acquired the technical contributions and assignment of all exclusive rights to and for a key patent in process at the time from a former CEO in exchange for a total payment in shares of common stock and options valued at $930,000 at the time of the acquisition and recorded the patent at that cost. That patent remains in Patents on the consolidated balance sheet as of December 31, 2021.

Jim Lang, one of our Board Members, is the CEO of Eversana, a leading global provider of services to the life sciences industry. Eversana is similar to other customers we generate revenue from, such as agencies or resellers. During the year ended December 31, 2021, we have recognized $218,333 in revenue from contracts engaged with Eversana. No revenues were recognized in 2020 related to contracts with Eversana. These contracts were sourced by Eversana on behalf of life science customers of theirs. The contracts are at market rates and were generated in the normal course of business.

Consolidated Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current Assets
Cash and cash equivalents	$ 84,681,770	$ 10,516,776
Accounts receivable, net	24,800,585	17,885,705
Prepaid expenses	5,630,655	4,456,611
Total Current Assets	115,113,010	32,859,092
Property and equipment, net	143,818	148,854
Other Assets
Goodwill	14,740,031	14,740,031
Technology assets, net	4,589,126	5,251,822
Patent rights, net	2,155,026	2,349,570
Right of use assets, net	328,820	445,974
Other intangible assets, net	3,902,502	4,519,552
Security deposits and other assets	12,859	12,859
Total Other Assets	25,728,364	27,319,808
TOTAL ASSETS	140,985,192	60,327,754
Current Liabilities
Accounts payable – trade	606,808	618,250
Accrued expenses	2,902,836	2,420,361
Revenue share payable	4,378,216	4,969,868
Current portion of lease liabilities	90,982	123,220
Contingent purchase price payable		1,610,813
Deferred revenue	1,389,907	285,795
Total Current Liabilities	9,368,749	10,028,307
Non-current Liabilities
Lease liabilities, net of current portion	236,726	325,533
Total Liabilities	9,605,475	10,353,840
Commitments and contingencies (See Note 14)
Stockholders’ Equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding at December 31, 2021 and 2020,
Common stock, $0.001 par value, 166,666,667 shares authorized, 17,860,975 and 15,223,340 shares issued and outstanding at December 31, 2021 and 2020, respectively	17,861	15,223
Additional paid-in-capital	166,615,514	85,590,428
Accumulated deficit	(35,253,658)	(35,631,737)
Total Stockholders’ Equity	131,379,717	49,973,914
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 140,985,192	$ 60,327,754

Stockholders' Equity (Details) - USD ($)	3 Months Ended	12 Months Ended
Stockholders' Equity (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
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
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 issued		17,860,975	15,223,340
Common stock, shares outstanding		17,860,975	15,223,340
Shares of common stock issued	1,523,750
Gross proceeds (in Dollars)	$ 75,425,625
Issuance of common stock exercise value (in Dollars)	4,754,089
Payments to advisors and legal fees (in Dollars)	$ 70,671,536
Shares of common stock issued		1,105,822	414,705
Received proceeds (in Dollars)		$ 4,864,231	$ 2,488,394
Preferred Stock [Member]
Stockholders' Equity (Details) [Line Items]
Preferred stock, shares authorized		10,000,000
Preferred stock, par value (in Dollars per share)		$ 1
Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized		166,666,667
Common stock, par value (in Dollars per share)		$ 1
Common stock, shares issued		17,860,975	15,223,340
Common stock, shares outstanding		17,860,975	15,223,340
Shares of common stock issued		3,333	84,746
Director [Member]
Stockholders' Equity (Details) [Line Items]
Shares of common stock issued		4,730	28,809
Gross proceeds (in Dollars)		$ 250,085	$ 450,124

Stock Compensation (Details) - Schedule of option activity - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of option activity [Abstract]
Number of Options, Outstanding at beginning balance	1,545,518	1,624,221
Weighted average exercise price, Outstanding at beginning balance	$ 7.31	$ 6.27
Number of Options, Granted	424,588	467,549
Weighted average exercise price, Granted	$ 54.34	$ 11.39
Number of Options, Exercisable	197,271
Weighted average exercise price, Exercisable	$ 10.87
Weighted average remaining contractual life (years), Exercisable	2 years 1 month 6 days
Aggregate intrinsic value, Exercisable	$ 10,109,168
Number of Options, Exercised	(1,137,065)	(420,586)
Weighted average exercise price, Exercised	$ 7.33	$ 6.45
Number of Options, Expired or forfeited	(49,494)	(125,666)
Weighted average exercise price, Expired or forfeited	$ 24.57	$ 13.09
Number of Options, Outstanding at ending balance	783,547	1,545,518
Weighted average exercise price, Outstanding at ending balance	$ 34.17	$ 7.31
Weighted average remaining contractual life (years), Outstanding at ending balance	3 years 4 months 24 days	2 years 3 months 18 days
Aggregate intrinsic value, Outstanding at ending balance	$ 23,368,961	$ 36,862,947

Leases (Details) - Schedule of future minimum lease payments	12 Months Ended
	Dec. 31, 2021 USD ($)
Schedule of future minimum lease payments [Abstract]
2022	$ 103,418
2023	100,260
2024	80,550
2025	70,224
Total	354,452
Less: present value discount	26,744
Total lease liabilities	$ 327,708

Income Taxes (Details) - Schedule of federal income tax benefit - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Federal income tax benefit (expense) attributable to:
Current operations	$ (79,000)	$ 463,000
State tax effect, net of federal benefit	582,000
State rate change	397,000
Change in fair value of contingent consideration		(29,000)
Option exercise benefits, net of Section 162M limitations	2,171,000	207,000
Other permanent items	(9,000)	(7,000)
Other adjustments	(30,000)	104,000
NOLs expiring	(26,000)	(209,000)
Valuation allowance	(3,006,000)	(529,000)
Net provision for federal income tax
Current tax benefit (expense) - Federal
Deferred tax benefit (expense) - Federal
Adjustment of valuation allowance from business combination
Total tax benefit (expense) on income

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
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	17,860,975	15,223,340
Common stock, shares outstanding	17,860,975	15,223,340

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenue	$ 61,292,598	$ 43,313,323
Cost of revenues	25,654,384	19,207,902
Gross margin	35,638,214	24,105,421
Operating Expenses
Stock-based compensation	5,491,957	3,172,840
Depreciation, amortization, and noncash lease expense	2,086,454	2,075,888
Other general and administrative expenses	27,698,703	20,992,012
Total operating expenses	35,277,114	26,240,740
Income (loss) from operations	361,100	(2,135,319)
Other income (expense)
Interest income	16,979	68,582
Change in fair value of contingent consideration		(140,390)
Total other income (expense)	16,979	(71,808)
Income (loss) before provision for income taxes	378,079	(2,207,127)
Income tax benefit
Net income (loss)	$ 378,079	$ (2,207,127)
Weighted average number of shares outstanding – basic (in Shares)	17,228,019	14,827,923
Weighted average number of shares outstanding – diluted (in Shares)	17,690,489	14,827,923
Income (loss) per share – basic (in Dollars per share)	$ 0.02	$ (0.15)
Income (loss) per share – diluted (in Dollars per share)	$ 0.02	$ (0.15)

Major Customers and Vendors

12 Months Ended

Dec. 31, 2021

Risks and Uncertainties [Abstract]

MAJOR CUSTOMERS AND VENDORS

NOTE 12 – MAJOR CUSTOMERS AND VENDORS

The Company had the following customers that accounted for 10% or greater of revenue in either 2021 or 2020. No other customers accounted for more than 10% of revenue in either year presented.

	2021				2020
	$		%		$		%
Customer A		14,268,819		23.0		5,037,888		11.6
Customer B		5,206,305		8.5		4,824,454		11.1
Customer C		3,157,075		5.2		5,469,126		12.1

Our accounts receivable included 2 agencies that represented multiple customers that individually made up more than 10% of our accounts receivable at December 31, 2021 in the percentages of 33.5% and 12.2%. As of December 31, 2020, our accounts receivable included 4 entities, including agencies that represented multiple customers that individually made up more than 10% of our accounts receivable in the percentages of 19.7%, 16.2%, 15.8% and 14.4%.

The Company generates its revenues through its EHR and ePrescribe partners. It had two key partners and/or vendors through which 10% or greater of its revenue was generated in either 2021 or 2020 as set forth below. The amounts in the table below reflect the amount of revenue generated through those partners.

	2021				2020
	$		%		$		%
Partner A		33,041,503		53.9		22,813,574		52.7
Partner B		9,554,266		15.6		7,092,477		16.4

Property and Equipment (Details) - Schedule of property and equipment - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment, Subtotal	$ 468,167	$ 367,912
Less accumulated depreciation	324,349	219,058
Property and equipment, net	143,818	148,854
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, Subtotal	267,917	169,247
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, Subtotal	$ 200,250	$ 198,665

Commitments and Contingent Liabilities

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENT LIABILITIES

NOTE 14 – COMMITMENTS AND CONTINGENT LIABILITIES

Legal

The Company is not involved in any legal proceedings.

Revenue-share contracts

The Company has contracts with various electronic health records systems and ePrescribe platforms, whereby we agree to share a portion of the revenue we generate for eCoupons distributed through their networks. These contracts grant audit rights related to the payments to our partners, and, in some cases would require us to pay for the audit if the audit determined there was an underpayment and the underpayment meets certain thresholds, such as 10%. From time to time the Company enters into arrangements with a partner to acquire minimum amounts of messaging capabilities. As of December 31, 2021, the Company had commitments for future minimum payments of $3.4 million that will be reflected in cost of revenues during the years from 2022 through 2023. Minimum payments are due in 2022 and 2023, in the amounts of $2.65 million and $0.75 million, respectively.

Organization and Nature of Business (Details)	12 Months Ended
Organization and Nature of Business (Details)	Dec. 31, 2021
Accounting Policies [Abstract]
U.S. healthcare providers, percentage	60.00%

Summary of Significant Accounting Policies (Details) - Schedule of weighted average shares outstanding and the basic and diluted earnings per common share - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of weighted average shares outstanding and the basic and diluted earnings per common share [Abstract]
Basic EPS, Net Income	$ 378,079	$ (2,207,127)
Basic EPS, Shares	17,228,019	14,827,923
Basic EPS, Per Share Amount	$ 0.02	$ (0.15)
Diluted EPS, Net Income	$ 378,079	$ (2,207,127)
Diluted EPS, Shares	17,690,489	14,827,923
Diluted EPS, Per Share Amount	$ 0.02	$ (0.15)

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.

+ References + Details

Intangible Assets (Details) - USD ($)	12 Months Ended
Intangible Assets (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 1,859,965	$ 1,875,882

Deferred Revenue (Details) - Schedule of deferred revenue - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of deferred revenue [Abstract]
Balance beginning	$ 285,795	$ 580,014
Revenue recognized	(18,006,973)	(16,260,166)
Amount collected	19,111,086	15,680,152
Balance ending	$ 1,389,908	$ 285,795

Retirement Plan

12 Months Ended

Dec. 31, 2021

Retirement Benefits [Abstract]

RETIREMENT PLAN

NOTE 15 – RETIREMENT PLAN

The Company sponsors a defined contribution 401(k) profit sharing plan which was adopted in December 2015, effective in January 2016. Under the terms of the plan, the Company matches 100% of the first 3% of payroll contributed by the employee and 50% of the next 2% of payroll contributed by the employee to a maximum of 4% of an employee’s payroll. There was expense of $343,221 and $373,027 recorded in 2021 and 2020, respectively, for the Company’s contributions to the plan.

The entire disclosure for retirement benefits.

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Principles of Consolidation

Stock Compensation (Details) - Schedule of nonvested shares	12 Months Ended
	Dec. 31, 2021 $ / shares shares
Schedule of nonvested shares [Abstract]
Options, Nonvested at beginning balance \| shares	331,006
Weighted-Average Exercise Price, Nonvested at beginning balance \| $ / shares	$ 12.44
Options, Granted \| shares	424,588
Weighted-Average Exercise Price, Granted \| $ / shares	$ 54.34
Options, Vested \| shares	(119,823)
Weighted-Average Exercise Price, Vested \| $ / shares	$ 11.23
Options, Forfeited \| shares	(49,495)
Weighted-Average Exercise Price, Forfeited \| $ / shares	$ 24.57
Options, Nonvested at ending balance \| shares	586,276
Weighted-Average Exercise Price, Nonvested at ending balance \| $ / shares	$ 42.01

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions have been made in determining the carrying value of assets, depreciable and amortizable lives of tangible and intangible assets, the carrying value of liabilities, the valuation allowance for the deferred tax asset, the timing of revenue recognition and related revenue share expenses, and inputs used in the calculation of stock based compensation. Actual results could differ from these estimates.

The financial statements reflect the consolidated results of OptimizeRx Corporation, a Nevada corporation, and its wholly owned subsidiaries: OptimizeRx Corporation, a Michigan corporation, RMDY Health, Inc., a Delaware corporation, CareSpeak Communications, Inc., a New Jersey corporation, Cyberdiet, a controlled foreign corporation incorporated in Israel, and CareSpeak Communications D.O.O., a Controlled Foreign Corporation incorporated in Croatia. Together, these companies are referred to as “OptimizeRx” and “the Company.” All material intercompany transactions have been eliminated.

Reclassifications

Certain items in the previous year financial statements have been reclassified to match the current year presentation.

Foreign Currency

The Company’s functional currency is the U.S. dollar, however it pays certain expenses related to its two foreign subsidiaries in the local currency, which is the sheckel for its subsidiary in Israel and the kuna for its Croatian subsidiary. All transactions are recorded at the exchange rate at the time of payment. If there is a time lag between the time of recording the liability and the time of payment, a gain or loss is recorded in the Consolidated Statement of Operations due to any fluctuations in the exchange rate.

Cash and Cash Equivalents

For purposes of the accompanying financial statements, the Company considers all highly liquid instruments, consisting of money market accounts, with an initial maturity of three months or less to be cash equivalents.

Fair Value of Financial Instruments

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 following tables present the fair values and carrying values of the Company’s financial assets and liabilities measured on a recurring basis as of December 31, 2021 and 2020 and the valuation techniques used by the Company to determine those fair values.

	2021
	Level 1		Level 2		Level 3		Fair Value		Carrying Value

Liabilities
Contingent Purchase Price Payable	$	-	$	-	$	-	$	-	$	-

	2020
	Level 1		Level 2		Level 3		Fair Value		Carrying Value

Liabilities
Contingent Purchase Price Payable (1)	$	-	$	-	$	1,610,813	$	1,610,813	$	1,610,813

(1)	The contingent consideration is based off achieving certain revenue milestones in each of the next two years. The Geometric-Brownian motion analysis was used to generate spot prices for use in an option pricing model. For 2020, the final payout had been determined and was paid in 2021.

The following table provides a summary of changes in fair value of the Company’s Level 3 financial instruments for the years ended December 31, 2021 and 2020.

	Amount
Balance December 31, 2019	$	6,720,000
Payment of CareSpeak Communication contingent consideration		(1,389,187	)
Payment of RMDY Health, Inc. contingent consideration		(3,860,390	)
Increase in the value of the RMDY Health, Inc. contingent consideration		140,390
Balance December 31, 2020		1,610,813
Payment of CareSpeak Communication contingent consideration		(1,610,813	)
Balance December 31, 2021	$	-

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are reported at realizable value, net of allowances for doubtful accounts, which is estimated and recorded in the period the related revenue is recorded. The Company has a standardized approach to estimate and review the collectability of its receivables based on a number of factors, including the period they have been outstanding. Historical collection and payer reimbursement experience is an integral part of the estimation process related to allowances for doubtful accounts. In addition, the Company regularly assesses the state of its billing operations in order to identify issues, which may impact the collectability of these receivables or reserve estimates. Because the Company’s customers are primarily large well-capitalized companies, historically there has been very little bad debt expense. Bad debt expense was $80,000 for the year ended December 31, 2021 and $200,000 for the year ended December 31, 2020. The allowance for doubtful accounts was $241,219 and $158,163 as of December 31, 2021 and 2020, respectively. From time to time, we may record revenue based on our revenue recognition policies described below in advance of being able to invoice the customer. Included in accounts receivable are unbilled amounts of $2,110,865 and $757,218 at December 31, 2021, and December 31, 2020, respectively.

Property and Equipment

Property and equipment are stated at cost and are being depreciated over their estimated useful lives of three to five years for office equipment and three years for computer equipment using the straight-line method of depreciation for book purposes. Maintenance and repair charges are expensed as incurred.

Intangible Assets

Intangible assets are stated at cost. Finite-lived assets are being amortized over their estimated useful lives of fifteen to seventeen years for patents, eight years for customer relationships, fifteen years for tradenames, four years for covenants not to compete, and three to four years for software and websites, all using the straight-line method. These assets are evaluated when there is a triggering event. There was no impairment of our intangible assets in either year presented.

Goodwill

We evaluate goodwill for impairment during our fiscal fourth quarter, or more frequently if an event occurs or circumstances change. Our analysis determined that there was no impairment of our goodwill.

Revenue Recognition

Recognition of revenue requires evidence of a contract, probable collection of proceeds, and completion of substantially all performance obligations. We use a 5-step model to recognize revenue. These steps are: identify the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when or as the performance obligations are satisfied.

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.

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, either by the Company directly delivering reports or by providing access to its online reporting portal that the client can utilize. 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.

The majority of our revenue is earned from life sciences companies, such as pharmaceutical and biotech companies, or medical device makers. A small portion of our revenue is earned from other sources, such as associations and technology companies. A break down is set forth in the table below.

	2021		2020
Life Science Companies	$	59,018,033	$	41,358,746
Other		2,274,565		1,954,577
Total Revenue	$	61,292,598	$	43,313,323

In some instances, we license certain of our software applications in arrangements that do not include other performance obligations. In those instances, we record license revenue when the software is delivered for use to the license. In instances where our contracts included Software as a service, the revenue is recognized over the subscription period as services are delivered to the customer.

In some instances, the Company also resells 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 the Company sells solutions on a commission basis, net revenue is recognized based on the commission-based revenue split that the Company receives. There were no programs recorded on a net basis in the years presented. In instances where the Company resells these messaging solutions and has all financial risk and significant operation input and risk, the Company records the revenue based on the gross amount sold and the amount paid to the channel partner as a cost of sales.

Cost of Revenues

Cost of RevenuesThe primary cost of revenue is revenue share expense. Based on the volume of transactions that are delivered through the channel partner network, the Company provides a revenue share to compensate the partner, or others, for their promotion of the campaign. Revenue shares are a negotiated percentage of the transaction fees and can also be specific to special considerations and campaigns.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

The Company recognizes the tax benefit from uncertain tax positions if it is more likely than not that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. It is the Company’s policy to include interest and penalties related to tax positions as a component of income tax expense.

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. As of December 31, 2021 and 2020 the Company had $83,312,524 and $9,936,806, respectively, in cash balances in excess of federally insured limits, primarily at Bank of America/Merrill Lynch.

Research and Development

The Company expenses research and development expenses as incurred. There was no research and development expense for the years ended December 31, 2021 and 2020.

Stock-based Compensation

The Company uses the fair value method to account for stock-based compensation. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. The fair value of each award is estimated on the date of each grant.

For restricted stock awards, the fair value is based on the market value of the Company’s common stock on the date of grant. For market based restricted stock units, the fair value is estimated using a Monte Carlo simulation model. This valuation technique includes estimating the movement of stock prices and the effects of volatility, interest rates and dividends.

For options, fair value is estimated using the Black-Scholes option pricing model that uses the following assumptions. Estimated volatilities are based on the historical volatility of the Company’s common stock over the same period as the expected term of the options. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The Company uses historical data to estimate option exercise behavior and to determine this term. The risk-free rate used is based on the U.S. Treasury yield curve in effect at the time of the grant using a time period equal to the expected option term. The Company has never paid dividends and do not expect to pay any dividends in the future.

	2021			2020

Expected dividend yield		0	%		0	%
Risk free interest rate		0.19% - 0.67	%		0.16% - 1.63	%
Expected option term		3.5 years			3.5 years
Turnover/forfeiture rate		0	%		0	%
Expected volatility		67 % - 70	%		65 % - 71	%
Weighted average grant date fair value	$	26.36		$	5.49

The Black-Scholes option valuation model and other existing models were developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. These option valuation models require the input of, and are highly sensitive to, subjective assumptions including the expected stock price volatility. The Company’s stock options have characteristics significantly different from those of traded options, and changes in the subjective input assumptions could materially affect the fair value estimate.

Loss Per Common and Common Equivalent Share

The computation of basic (loss) earnings per common share is computed using the weighted average number of common shares outstanding during the year. The computation of diluted (loss) earnings per common share is based on the basic weighted average number of shares outstanding during the year plus common stock equivalents, which would arise from the exercise of options and warrants outstanding using the treasury stock method and the average market price per share during the year. The number of common shares potentially issuable upon the exercise of certain options that were excluded from the diluted loss per common share calculation in 2020 was 820,059 related to options, and 91,667 related to restricted stock units, for a total of 911,726 because they are anti-dilutive, as a result of a net loss for the year ended December 31, 2020.

The computation of weighted average shares outstanding and the basic and diluted earnings per common share for the years ended December 31, 2021 and 2020 consisted of the following:

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.

Segment reporting

We operate in one reportable segment. Overall, our business involves connecting life science companies to patients and providers. We have a common customer base for all of our solutions, which are primarily all communications with healthcare providers or patients on behalf of life science customers. Our customers are geographically located in the U.S although we have two technology centers located internationally. We do not prepare separate internal income statements by solutions as our focus is on selling enterprise arrangements covering multiple solutions that span the entire patient journey with a specific brand.

Recently Issued Accounting Guidance

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 is intended to improve consistent application and simplify the accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance. ASU 2019-12 was effective for us as of January 1, 2021 The adoption of this standard did not have a material effect on our financial position, results of operations, or cash flows.

Not Yet Adopted

Not Yet Adopted

ASU Topic 2021-08 Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. The standard is effective for the Company's fiscal year beginning January 1, 2023, with early adoption permitted. The Company is currently evaluating the effect of this pronouncement on its Consolidated Financial Statements, but it is not expected to have a material impact.

Intangible Assets (Details) - Schedule of intangibles estimated useful lives	12 Months Ended
	Dec. 31, 2021
Tradenames [Member]
Finite-Lived Intangible Assets [Line Items]
Intangibles amortized estimated useful lives	15 years
Minimum [Member] \| Technology assets [Member]
Finite-Lived Intangible Assets [Line Items]
Intangibles amortized estimated useful lives	3 years
Minimum [Member] \| Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Intangibles amortized estimated useful lives	15 years
Minimum [Member] \| Non-compete agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Intangibles amortized estimated useful lives	2 years
Minimum [Member] \| Customer relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangibles amortized estimated useful lives	8 years
Maximum [Member] \| Technology assets [Member]
Finite-Lived Intangible Assets [Line Items]
Intangibles amortized estimated useful lives	10 years
Maximum [Member] \| Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Intangibles amortized estimated useful lives	17 years
Maximum [Member] \| Non-compete agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Intangibles amortized estimated useful lives	4 years
Maximum [Member] \| Customer relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangibles amortized estimated useful lives	15 years

Stockholders' Equity

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

NOTE 9 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company has 10,000,000 shares of preferred stock, $.001 par value per share, authorized as of December 31, 2021. No shares were issued or outstanding in either 2020 or 2021.

Common Stock

The Company had 166,666,667 shares of common stock, $.001 par value per share, authorized as of December 31, 2021. There were 17,860,975 and 15,223,340 shares of common stock issued and outstanding at December 31, 2021 and 2020, respectively.

During the quarter ended March 31, 2021, in an underwritten primary offering, we issued 1,523,750 shares of our common stock for gross proceeds of $75,425,625. In connection with this transaction, we incurred equity issuance costs of $4,754,089 related to payments to the underwriter, advisors and legal fees associated with the transaction, resulting in net proceeds to the Company of $70,671,536.

The Company had a Director Compensation plan covering its independent non-employee Directors that was in effect through June 30, 2021. A total of 4,730 and 28,809 shares were granted and issued in the years ended December 31, 2021 and 2020, respectively, in connection with this compensation plan. These shares were valued at $250,085 and $450,124, respectively. The plan was changed to grant restricted stock units under the Company’s 2021 Equity compensation plan and those grants are reflected in the information in Note 10.

We issued 1,105,822 shares of common stock and received proceeds of $4,864,231 in 2021 in connection with the exercise of options. We also issued 414,705 shares of common stock and received proceeds of $2,488,394 in 2020 in connection with the exercise of options.

We issued 3,333 shares of common stock in 2021 and 84,746 shares of common in stock in 2020 in connection with the vesting of restricted stock units and discussed in greater detail in Note 10, Stock Compensation.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Schedule of future minimum lease payments

Property and Equipment (Details) - USD ($)	12 Months Ended
Property and Equipment (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 105,360	$ 95,202

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Schedule of lease cost

	2021		2020

Operating lease cost	$	132,305	$	119,954
Short-term lease cost (1)		52,375		130,216
Total lease cost	$	184,680	$	250,170

(1)

Short-term lease cost includes any lease with a term of less than 12 months.

For the year ending December 31,
2022		103,418
2023		100,260
2024		80,550
2025		70,224
Total		354,452
Less: present value discount		26,744
Total lease liabilities	$	327,708

Major Customers and Vendors (Details)	12 Months Ended
Major Customers and Vendors (Details)	Dec. 31, 2021	Dec. 31, 2020
Major Customers and Vendors (Details) [Line Items]
Concentration Risk Percentage	10.00%
Accounts Receivable [Member]
Major Customers and Vendors (Details) [Line Items]
Concentration Risk Percentage	10.00%	10.00%
Other Customer [Member]
Major Customers and Vendors (Details) [Line Items]
Concentration Risk Percentage	10.00%
One Agencies [Member] \| Accounts Receivable [Member]
Major Customers and Vendors (Details) [Line Items]
Concentration Risk Percentage	33.50%
Two Agencies [Member] \| Accounts Receivable [Member]
Major Customers and Vendors (Details) [Line Items]
Concentration Risk Percentage	12.20%
One Entities [Member] \| Accounts Receivable [Member]
Major Customers and Vendors (Details) [Line Items]
Concentration Risk Percentage		19.70%
Two Entities [Member] \| Accounts Receivable [Member]
Major Customers and Vendors (Details) [Line Items]
Concentration Risk Percentage		16.20%
Three Entities [Member] \| Accounts Receivable [Member]
Major Customers and Vendors (Details) [Line Items]
Concentration Risk Percentage		15.80%
Four Entities [Member] \| Accounts Receivable [Member]
Major Customers and Vendors (Details) [Line Items]
Concentration Risk Percentage		14.40%
Key Partners [Member]
Major Customers and Vendors (Details) [Line Items]
Concentration Risk Percentage	10.00%

Summary of Significant Accounting Policies (Details) - Schedule of changes in fair value of the Company’s Level 3 financial instruments - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Schedule of changes in fair value of the Company’s Level 3 financial instruments [Abstract]
Balance		$ 1,610,813	$ 6,720,000
Payment of CareSpeak Communication contingent consideration	$ (1,610,813)	(1,389,187)
Payment of RMDY Health, Inc. contingent consideration		(3,860,390)
Increase in the value of the RMDY Health, Inc. contingent consideration		$ 140,390

Income Taxes (Details)	12 Months Ended
Income Taxes (Details)	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Operating loss expire, description	As of December 31, 2021, the Company had net operating loss carry-forwards for federal income tax purposes of approximately $26.4 million, consisting of pre-2018 losses in the amount of approximately $13.2 million that expire from 2021 through 2037, and post-2017 losses in the amount of approximately $13.2 million that will never expire.
Effective rate of tax expected	21.00%	21.00%

Intangible Assets

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

NOTE 5 – INTANBIGLE ASSETS

Goodwill

Our goodwill is related to the acquisitions of RMDY Health, Inc. in 2019 and CareSpeak Communications in 2018. Goodwill is generally not amortizable for tax purposes and is not amortizable for financial statement purposes.

Intangible Assets

Intangible assets included on the consolidated balance sheets consist of the following:

	December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Net		Weighted Average Life Remaining
Patent rights	$	3,362,898	$	1,207,872		2,155,026		9.6
Technology Assets	$	8,548,930	$	3,959,804		4,589,126		4.9
Other intangible assets
Tradename	$	3,586,000	$	537,900		3,084,100		12.7
Non-compete agreements		1,093,000		899,635		193,365		0.6
Customer relationships		923,000		261,963		661,037		8.4
Total other		5,602,000		1,699,498		3,902,502
Total Intangibles	$	17,513,828	$	6,867,174		10,646,654

	December 31, 2020
	Gross Carrying Amount		Accumulated Amortization		Net		Weighted Average Life Remaining
Patent rights	$	3,341,388	$	991,818		2,349,570		11.5
Technology Assets	$	8,184,765	$	2,932,943		5,251,822		7.7
Other intangible assets
Tradename	$	3,586,000	$	298,833		3,287,167		13.7
Non-compete agreements		1,093,000		611,885		481,115		1.6
Customer relationships		923,000		171,730		751,270		9.8
Total other		5,602,000		1,082,448		4,519,552
Total Intangibles	$	17,128,153	$	5,007,209		12,120,944

Intangibles are being amortized on a straight-line basis over the following estimated useful lives.

Patents			15 – 17 years
Tradenames			15 years
Non-compete agreements			2 – 4 years
Customer relationships			8 – 15 years
Technology assets			3 – 10 years

The Company recorded amortization expense of $1,859,965 and $1,875,882 in the years ended December 31, 2021 and 2020, respectively. Expected future amortization expenses of the intangibles assets as of December 31, 2021 is as follows:

Year ended December 31,
2022	$	1,532,756
2023		1,203,639
2024		1,203,639
2025		1,131,058
2026		1,009,499
Thereafter		4,566,063
Total	$	10,646,654

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of federal income tax benefit

	2021			2020
Federal income tax benefit (expense) attributable to:
Current operations	$	(79,000	)	$	463,000
State tax effect, net of federal benefit		582,000			-
State rate change		397,000			-
Change in fair value of contingent consideration		-			(29,000	)
Option exercise benefits, net of Section 162M limitations		2,171,000			207,000
Other permanent items		(9,000	)		(7,000	)
Other adjustments		(30,000	)		104,000
NOLs expiring		(26,000	)		(209,000	)
Valuation allowance		(3,006,000	)		(529,000	)
Net provision for federal income tax	$	-		$	-

		2021		2020

Current tax benefit (expense) - Federal	$	-	$	-
Deferred tax benefit (expense) - Federal		-		-
Adjustment of valuation allowance from business combination		-		-
Total tax benefit (expense) on income	$	-	$	-

Schedule of deferred tax assets

	2021			2020
Deferred tax asset attributable to:
Net operating loss carryover	$	6,887,000		$	4,057,000
Stock compensation		809,000			353,000
Operating lease liability		88,000			94,000
Fixed Assets		13,000			-
Other		85,000			44,000
Deferred tax asset	$	7,882,000		$	4,548,000

Deferred tax liabilities attributable to:
Intangibles	$	(2,490,000	)	$	(2,181,000	)
Operating lease right of use assets		(88,000	)		(94,000	)
Other		(41,000	)		(16,000	)
Deferred tax liability	$	(2,619,000	)	$	(2,291,000	)
Net deferred tax asset	$	5,263,000			2,257,000
Valuation allowance		(5,263,000	)		(2,257,000	)
Net deferred tax asset, net of valuation allowance	$	-		$	-

Intangible Assets (Details) - Schedule of future amortization expenses of intangibles assets	Dec. 31, 2021 USD ($)
Schedule of future amortization expenses of intangibles assets [Abstract]
2022	$ 1,532,756
2023	1,203,639
2024	1,203,639
2025	1,131,058
2026	1,009,499
Thereafter	4,566,063
Total	$ 10,646,654

Stock Compensation (Details) - Schedule of restricted stock awards - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of restricted stock awards [Abstract]
Number of RSUs Outstanding, beginning	100,000	90,000
Grant date fair value Outstanding, beginning		$ 10.43
Number of RSUs, Granted	303,556	94,746
Grant date fair value, Granted	$ 66.3	$ 8.98
Number of RSUs, Forfeited	(485)
Grant date fair value, Forfeited	$ 61.82
Number of RSUs, Shares issued	(3,333)	(84,746)
Grant date fair value, Shares issued	$ 21.2	$ 7.54
Number of RSUs Outstanding, ending	399,738	100,000
Grant date fair value Outstanding, ending	$ 52.99	$ 11.51
Weighted average remaining contractual life (years) Outstanding, ending	3 years 3 months 18 days	2 years 4 months 24 days

Major Customers and Vendors (Details) - Schedule of customers accounted percentage of revenue - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Customer A [Member]
Segment Reporting Information [Line Items]
Revenue	$ 14,268,819	$ 5,037,888
Revenue percentage	23.00%	11.60%
Customer B [Member]
Segment Reporting Information [Line Items]
Revenue	$ 5,206,305	$ 4,824,454
Revenue percentage	8.50%	11.10%
Customer C [Member]
Segment Reporting Information [Line Items]
Revenue	$ 3,157,075	$ 5,469,126
Revenue percentage	5.20%	12.10%
Partner A [Member]
Segment Reporting Information [Line Items]
Revenue	$ 33,041,503	$ 22,813,574
Revenue percentage	53.90%	52.70%
Partner B [Member]
Segment Reporting Information [Line Items]
Revenue	$ 9,554,266	$ 7,092,477
Revenue percentage	15.60%	16.40%