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Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported): May 4, 2022


OptimizeRx Corporation

(Exact name of registrant as specified in charter)







(State or other jurisdiction
of incorporation)

  (Commission File Number)  

(IRS Employer
Identification No.)


400 Water Street, Suite 200, Rochester, MI



(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: 248.651.6568


                           Not Applicable                               

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class  



  Name of each exchange on which registered
Common Stock, $0.001 Par Value   OPRX   The Nasdaq Capital Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.







Item 2.02 Results of Operations and Financial Condition.


On May 4, 2022, OptimizeRx Corporation issued a press release announcing its financial results for the first quarter ended March 31, 2022. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.


The information in this Item 2.02 and Exhibit 99.1 attached hereto are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.


Item 9.01. Financial Statements and Exhibits.


99.1   Press release, dated May 4, 2022
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: May 4, 2022 By:   /s/ Edward Stelmakh
    Name: Edward Stelmakh
    Title: Chief Financial Officer




Exhibit 99.1



OptimizeRx Reports First Quarter 2022 Financial Results, Revenue Up 22%, Successfully Completes EvinceMed Acquisition


-Revenue Up 22% to $13.7 million on increased average revenue per top 20 pharmaceutical manufacturer client


-Traction with top 20 pharmaceutical manufacturers continues to advance and drive growth


-Cash flow positive from operations of $4.1 million


ROCHESTER, Mich. – May 4, 2022 – OptimizeRx Corp. (the “Company”) (Nasdaq: OPRX), a leading provider of point-of-care technology solutions helping patients start and stay on therapy, reported results for the three months ended March 31, 2022. Quarterly comparisons are to the same year-ago period.


   TTM March 31 
Key Performance Indicators (KPIs)*    2022   2021 
Averagerevenue per top 20 pharmaceutical manufacturers     $2,549,836   $2,120,780 
Percent of top 20 pharmaceutical manufacturers that are clients   95%   85%
Top 20 pharmaceutical manufacturers as percent of total net revenues   76%   77%
Net revenue retention   124%   161%
Revenue per average full-time employee (FTE)  $733,275   $634,571 


Financial Highlights


Revenue in the first quarter of 2022 increased 22% to a record $13.7 million, from $11.2 million as compared to the same year ago period.


Gross profit in the first quarter of 2022 increased 32% year-over-year to $8.1 million.


GAAP net loss totaled $3.8 million or $(0.21) per basic and diluted share in the first quarter.


Non-GAAP net loss in the first quarter totaled $0.1 million or $(0.01) per basic and fully diluted shares outstanding. (see definition of this non-GAAP measure and reconciliation to GAAP, below).


Cash and cash equivalents totaled $89.0 million as of March 31, 2022 as compared to $84.7 million as of December 31, 2021.


Year To Date Highlights


Completed the acquisition of EvinceMed, a specialty drug prescription initiation platform.


Ranked as one of The Americas’ fastest-growing companies by the Financial Times for the third consecutive year


Announced the deployment of OptimizeRx’s digital access solution to address and streamline patient therapy initiation challenges for a top 10 pharmaceutical manufacturer.


Published the Company’s first Environmental, Social and Governance (ESG) report


Mike Rousselle, OptimizeRx’s vice president of data product, named to MM+M’s “40 Under 40 List”


OptimizeRx’s AI-Driven Therapy Initiation and Persistence Platform won Business Intelligence’s 2022 BIG Innovation Award.




Management Commentary


Will Febbo, OptimizeRx CEO commented, “We are very pleased with the financial and operational progress made during the quarter and believe a significant portion of the heavy lifting for the Company to hit its 2022 objectives has already been achieved. Our business continues to see limited impact from many of the supply chain related and inflationary macro headwinds that are impacting other industries. Moreover, rapidly shifting pharma commercial models with the need for uninterrupted access to HCPs are acting as catalysts and resulting in increased traction for our commercial team. As a result, my confidence in the trajectory of our business and recently introduced KPIs has only increased this year.”


“We are also delighted to note the completion of the EvinceMed acquisition, which helps further our industry-leading position and ultimately serves to expand us within key markets, including specialty medications. The acquisition expands the reach of our point-of-care solutions by simplifying the prescribing process of specialty medications and enabling greater access for patients across the nation’s largest digital HCP network.” concluded Mr. Febbo.


Q1 2022 Financial Summary


Total revenue reported for the three months ended March 31, 2022 was approximately $13.7 million, an increase of 22% over the approximately $11.2 million from the same period in 2021. The increased revenue resulted from increased sales from our core messaging solutions.


Gross margin increased to 59% from 55% in the year-ago quarter, with the increase related to a more favorable channel partner and solution mix.


Operating expenses totaled $11.9 million and increased from $6.8 million in the same year-ago quarter. This increase in expense is primarily due to investment in, and expansion of, our workforce to enable future growth and includes $2.5 million in additional stock based compensation than was recognized in the year-ago quarter.


Net loss on a GAAP basis was approximately $3.8 million or $(0.21) per basic and diluted share, as compared to a net loss of $0.6 million or $(0.04) per basic and fully diluted share in the first quarter of 2021.


Non-GAAP net loss was $0.1 million or $(0.01) per basic and fully diluted shares outstanding, compared to non-GAAP net income of $0.6 million or $0.04 and $0.03 per basic and fully diluted share in the same year-ago period (see definition of this non-GAAP measure and reconciliation to GAAP, below).


Cash and cash equivalents totaled $89.0 million as of March 31, 2022, as compared to $84.7 million as of December 31, 2021. The increase to our cash balance was almost completely due to cash flows from operating activities.





2022 Financial Outlook


The Company is reaffirming its full year financial outlook for 2022 and continues to expect net revenues of $80 million to $85 million, representing year-over-year growth of 31% to 39%, respectively, and gross margins to come in between 57% and 60%.


The Company expects revenue growth will align closely with continued progress on the KPIs highlighted above and will be driven by its “land and expand” strategy of obtaining new customers and growing its existing clients’ spend by increasing the number of solutions each brand leverages, the number of brands supported, and overall utilization of its platform.


Conference Call


OptimizeRx management will host the presentation, followed by a question-and-answer period.


Date: Wednesday, May 4, 2022

Time: 4:30 p.m. Eastern time (1:30 p.m. Pacific time)

Web access: https://event.choruscall.com/mediaframe/webcast.html?webcastid=mJzKX2F9

Toll-free dial-in number: 1-877-423-9813

International dial-in number: 1-201-689-8573

Conference ID: 13729156


Please call the conference telephone number five minutes prior to the start time.


A replay of the call will remain available for 12 months via the Investors section of the OptimizeRx website at www.optimizerx.com/investors.


Definition and Use of Non-GAAP Financial Measures


This earnings release includes a presentation of non-GAAP net income (loss) and non-GAAP earnings (loss) per share or non-GAAP EPS, both of which are non-GAAP financial measures.


The Company defines non-GAAP net income (loss) as GAAP net income (loss) with an adjustment to add back depreciation, amortization, stock-based compensation, acquisition expenses, income or loss related to the fair value of contingent consideration, and deferred income taxes. Non-GAAP EPS is defined as non-GAAP net income (loss) divided by the number of weighted average shares outstanding on a basic and diluted basis. The Company has provided non-GAAP financial measures to aid investors in better understanding its performance. Management believes that these non-GAAP financial measures provide additional insight into the operations and cashflow of the Company.


Because of varying available valuation methodologies, subjective assumptions and the variety of equity instruments that can impact a Company’s non-cash operating expenses, management believes that providing non-GAAP financial measures that excludes non-cash expenses allows for meaningful comparisons between the Company’s core business operating results and those of other companies, as well as provides an important tool for financial and operational decision making and for evaluating the Company’s own core business operating results over different periods of time.





The Company’s non-GAAP net income (loss) and non-GAAP EPS measures may not provide information that is directly comparable to that provided by other companies in the Company’s industry, as other companies in the industry may calculate such non-GAAP financial results differently. The Company’s non-GAAP net income (loss) and non-GAAP EPS are not measurements of financial performance under GAAP and should not be considered as an alternative to operating income or as an indication of operating performance or any other measure of performance derived in accordance with GAAP. The Company does not consider these non-GAAP measures to be substitutes for or superior to the information provided by its GAAP financial results.


The table, “Reconciliation of non-GAAP to GAAP Financial Measures,” included below, provides a reconciliation of non-GAAP net income (loss) and non-GAAP EPS for the three months ended March 31, 2022 and 2021.


Definition of Key Performance Indicators*


Top 20 pharmaceutical manufacturers: Top 20 pharmaceutical manufacturers are based on Fierce Pharma’s “The top 20 pharma companies by 2020 revenue.”


Net revenue retention: Net revenue retention is a comparison of revenue generated from all clients in the previous period to total revenue generated from the same clients in the following year (i.e., excludes new client relationships for the most recent year).


Revenue per average Full Time Employee: We define revenue per average full-time employee (FTE) as total revenue over the last 12 months (LTM) divided by the average number of employees over the LTM, which is calculated by taking our total number of FTEs at the end of the prior year period by our total FTE headcount at the end of the most recent.


About OptimizeRx


OptimizeRx is the best-in-class health technology company enabling care-focused engagement between life sciences organizations, healthcare providers, and patients at critical junctures throughout the patient care journey. Connecting over 60% of U.S. healthcare providers and millions of their patients through the most intelligent technology platform embedded within a proprietary digital point-of-care network, OptimizeRx helps patients start and stay on their medications. 


For more information, follow the Company on Twitter, LinkedIn or visit www.optimizerx.com. 


Important Cautions Regarding Forward-Looking Statements


This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipates”, “believes”, “estimates”, “expects”, “forecasts”, “intends”, “plans”, “projects”, “targets”, “designed”, “could”, “may”, “should”, “will” or other similar words and expressions are intended to identify these forward-looking statements. All statements that reflect the Company’s expectations, assumptions, projections, beliefs or opinions about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, statements relating to the Company’s growth, business plans and future performance. These forward-looking statements are based on the Company’s current expectations and assumptions regarding the Company’s business, the economy, and other future conditions. The Company disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise, except as required by applicable law. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted, or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. The risks and uncertainties to which forward-looking statements are subject include, but are not limited to, the effect of government regulation, competition, and other risks summarized in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, its subsequent Quarterly Reports on Form 10-Q, and its other filings with the Securities and Exchange Commission.


OptimizeRx Contact


Andy D’Silva, SVP Corporate Finance



Media Relations Contact 


Maira Alejandra, Media Relations Manager



Investor Relations Contact


Ashley Robinson

LifeSci Advisors, LLC











   March 31,   December 31, 
   2022   2021 
Current Assets        
Cash and cash equivalents  $88,954,391   $84,681,770 
Accounts receivable, net   19,135,824    24,800,585 
Prepaid expenses and other   4,609,489    5,630,655 
Total Current Assets   112,699,704    115,113,010 
Property and equipment, net   137,441    143,818 
Other Assets          
Goodwill   14,740,031    14,740,031 
Intangible assets, net   10,548,884    10,975,474 
Security deposits and other assets   12,859    12,859 
Total Other Assets   25,301,774    25,728,364 
TOTAL ASSETS  $138,138,919   $140,985,192 
Current Liabilities          
Accounts payable – trade  $600,729   $606,808 
Accrued expenses   1,718,055    2,902,836 
Revenue share payable   3,175,719    4,378,216 
Current portion of lease obligations   87,581    90,982 
Current portion of contingent purchase price payable   -    - 
Deferred revenue   1,293,044    1,389,907 
Total Current Liabilities   6,875,128    9,368,749 
Non-Current Liabilities          
Lease liabilities, net of current portion   212,946    236,726 
Total Liabilities   7,088,074    9,605,475 
Commitments and contingencies (See note 8)   -    - 
Stockholders’ Equity          
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding at March 31, 2022 or December 31, 2021   -    - 
Common stock, $0.001 par value, 166,666,667 shares authorized, 17,902,608 and 17,860,975 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively   17,903    17,861 
Additional paid-in-capital   170,047,698    166,615,514 
Accumulated deficit   (39,014,756)   (35,253,658)
Total Stockholders’ Equity   131,050,845    131,379,717 


The accompanying notes are an integral part of these condensed consolidated financial statements.









   For the Three Months 
   Ended March 31, 
   2022   2021 
Revenue  $13,731,530   $11,229,211 
Cost of revenues   5,629,858    5,104,603 
Gross margin   8,101,672    6,124,609 
Operating expenses          
Salaries, Wages, & Benefits   5,305,866    3,580,817 
Stock-based compensation   3,174,098    707,153 
Other general and administrative expenses   3,382,809    2,474,946 
Total operating expenses   11,862,773    6,762,916 
Loss from operations   (3,761,101)   (638,308)
Other income          
Interest income   3    931 
Loss before provision for income taxes   (3,761,098)   (637,377)
Income tax benefit   -    - 
Net Loss  $(3,761,098)  $(637,377)
Weighted average number of shares outstanding – basic   17,878,068    16,101,837 
Weighted average number of shares outstanding – diluted   17,878,068    16,101,837 
Income (loss) per share – basic  $(0.21)  $(0.04)
Income (loss) per share – diluted  $(0.21)  $(0.04)


The accompanying notes are an integral part of these condensed consolidated financial statements.









   For the Three Months
Ended March 31,
   2022   2021 
Net loss  $(3,761,098)  $(637,377)
Adjustments to reconcile net loss to net cash provided by operating activities:          
Depreciation and amortization   471,539    496,321 
Stock-based compensation   3,174,098    582,159 
Stock issued for board service   -    124,994 
Provision for loss on accounts receivable   21,000    20,000 
Changes in:          
Accounts receivable   5,643,761    3,126,815 
Prepaid expenses and other assets   1,021,166    937,083 
Accounts payable   (6,079)   (118,971)
Revenue share payable   (1,202,497)   (1,476,063)
Accrued expenses and other liabilities   (1,184,781)   (1,550,569)
Operating leases, net   (2)   (987)
Deferred revenue   (96,863)   162,345 
Purchase of property and equipment   (14,480)   (19,871)
Purchase of intangible assets, including intellectual property rights   (51,271)   (64,693 
Proceeds from public offering of common stock, net of offering costs   -    70,671,536 
Proceeds from exercise of stock options   258,128    1,120,011 
Payment of contingent consideration   -    (1,610,813)
CASH AND CASH EQUIVALENTS - END OF PERIOD  $88,954,391   $82,278,696 
Cash paid for interest  $-   $- 
Cash paid for income taxes  $-   $- 
Lease liabilities arising from right of use assets  $-   $- 


The accompanying notes are an integral part of these condensed consolidated financial statements. 









   For the Three Months
Ended March 31,
   2022   2021 
Net loss  $(3,761,098)  $(637,377)
Depreciation and amortization   471,539    496,321 
Stock-based compensation   3,174,098    707,153 
Acquisition expense   17,160    - 
Non-GAAP net income (loss)  $(98,301)  $566,097 
Non-GAAP net income (loss) per share          
Basic  $(0.01)  $0.04 
Diluted  $(0.01)  $0.03 
Weighted average shares outstanding:          
Basic   17,878,068    16,101,837 
Diluted   17,878,068    17,085,582 


The accompanying notes are an integral part of these condensed consolidated financial statements.