0001448431 false 0001448431 2022-08-09 2022-08-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares











Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported): August 9, 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  

Trading Symbol(s)

  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 2.02Results of Operations and Financial Condition.


On August 9, 2022, OptimizeRx Corporation issued a press release announcing its financial results for the second quarter ended June 30, 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.  FinancialStatements and Exhibits.





99.1   Press release, dated August 9, 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: August 9, 2022 By: /s/ Edward Stelmakh
    Name: Edward Stelmakh
    Title: Chief Financial Officer







Exhibit 99.1



OptimizeRx Reports Second Quarter 2022 Financial Results, Innovative Platform Expansions Now Extends Reach to HCPs Across Social Media and Patients at Point-of-Dispense


-Revenue Up 3% to $14.0 million, driven by new customer and program launches
-Increase in breadth and scope of brand deal size represents further momentum in the validation of our value proposition
-Generated $4.4 million in cash flow from operations during the first half of 2022


ROCHESTER, Mich. – August 9, 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 June 30, 2022. Quarterly comparisons are to the same year-ago period.


   Rolling Twelve Months Ended June 30, 
Key Performance Indicators (KPIs)*  2022   2021 
Average revenue per top 20 pharmaceutical manufacturer  $2,389,969   $2,361,254 
Percent of top 20 pharmaceutical manufacturers that are customers   95%   85%
Percent of total revenue attributable to top 20 pharmaceutical manufacturers   71%   77%
Net revenue retention   113%   170%
Revenue per average full-time employee  $661,319   $668,395 


Financial Highlights


Revenue in the second quarter of 2022 increased 3% to $14.0 million, from $13.6 million as compared to the same year ago period.
Gross profit in the second quarter of 2022 increased 12% year-over-year to $9.0 million.
GAAP net loss totaled $3.9 million or $(0.21) per basic and diluted share in the second quarter.
Non-GAAP net loss in the second quarter totaled $0.7 million or $0.04 per basic and fully diluted shares outstanding. (see definition of this non-GAAP measure and reconciliation to GAAP, below).
Cash and cash equivalents totaled $87.4 million as of June 30, 2022 as compared to $84.7 million as of December 31, 2021.


Second Quarter and Recent Highlights


In April, we completed the acquisition of EvinceMed, a specialty drug prescription initiation platform.
Omni-channel platform reach is extended through an exclusive partnership with Equals 5. This new extension is the only healthcare provider (HCP)-level solution providing targeted physician engagement on social media platforms.
Platform integration of TelaRep™ one-click prescriber connectivity solution completed. TelaRep allows doctors to text pharmaceutical representatives directly from within the electronic health record (EHR) platform and can now be accessed by over 200,000 in-network HCPs.





Announced authorization of a share repurchase program, under which OptimizeRx may repurchase up to $20 million of its outstanding common stock. Through August 8, 2022, the Company repurchased 232,745 shares at an average price of $23.02 and had $14.6 million available under the program.
Published industry results of a survey of 102 specialist physicians highlighting how inefficient access pathways negatively impact patient care. Physicians noted access challenges impact their care plans for up to 33% of patients.
Financial Times ranked OptimizeRx amongst Americas’ fastest-growing companies for the third consecutive year.


Management Commentary


Will Febbo, OptimizeRx CEO commented, “We continue to perform strongly against our long term land-and-expand strategy and continue to have favorable net revenue retention despite the various macro factors that resulted in a weaker than expected second quarter. We believe the impact is temporary in nature, and our value proposition remains strong, as is evidenced by the fact that we count 95% of the industry’s top 20 pharma manufacturers as our customers.


We have advanced our omnichannel reach through recent acquisitions and exclusive partnerships, strengthening our platform’s capabilities and its desirability to our customer base. These factors build on our already strong value proposition with our clients by driving broader and deeper opportunities to engage with HCPs and patients. As we work to address affordability, access, and adherence challenges in new ways, we reinforce our foundation for strong profitable growth.”


Q2 2022 Financial Summary


Total revenue reported for the three months ended June 30, 2022 was approximately $14.0 million, an increase of 3% over the approximately $13.6 million from the same period in 2021. The increased revenue resulted from increases in sales from our access solutions.


Gross margin increased to 64% from 59% in the year-ago quarter, with the increase related to a more favorable channel partner and solution mix.


Operating expenses totaled $12.9 million and increased from $7.7 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 $3.1 million in additional stock based compensation than was recognized in the year-ago quarter.


Net loss on a GAAP basis was approximately $3.9 million or $(0.21) per basic and diluted share, as compared to net income of $0.4 million or $0.02 per basic and fully diluted share in the second quarter of 2021.


Non-GAAP net loss was $0.7 million or $0.04 per basic and fully diluted shares outstanding, compared to non-GAAP net income of $1.8 million or $0.10 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 $87.4 million as of June 30, 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


Based on first half results, the Company is updating its full year financial outlook for 2022 and now expects net revenue of $62 million to $68 million, representing year-over-year growth of 1% to 11%, respectively, and gross margins to be between 59% and 62%.





Our change to the second half 2022’s outlook is driven by what we perceive to be temporary life sciences industry challenges related to a slowdown in the number of new drug approvals, increased turnover rates at client companies and longer sales cycles associated with larger deal sizes in the funnel.


Conference Call


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


Date: Tuesday, August 9, 2022

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

Web access:     https://viavid.webcasts.com/starthere.jsp?ei=1559358&tp_key=f1602f7af5

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

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

Conference ID: 13731472


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 cash flow 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 June 30, 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 provides best-in-class health technology that enables 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



Relations Contact


Investor Relations Contact


Ashley Robinson

LifeSci Advisors, LLC










   June 30,
   December 31,
Current Assets        
Cash and cash equivalents  $87,392,970   $84,681,770 
Accounts receivable, net   18,732,849    24,800,585 
Prepaid expenses and other   4,280,843    5,630,655 
Total Current Assets   110,406,662    115,113,010 
Property and equipment, net   143,337    143,818 
Other Assets          
Goodwill   22,673,820    14,740,031 
Intangible assets, net   13,933,072    10,646,654 
Security deposits and other assets   12,860    12,859 
Total Other Assets   36,898,265    25,728,364 
TOTAL ASSETS  $147,448,264   $140,985,192 
Current Liabilities          
Accounts payable – trade  $1,296,041   $606,808 
Accrued expenses   1,638,791    2,902,836 
Revenue share payable   2,376,836    4,378,216 
Current portion of lease obligations   87,673    90,982 
Deferred revenue   1,041,919    1,389,907 
Total Current Liabilities   6,441,260    9,368,749 
Non-Current Liabilities          
Lease liabilities, net of current portion   189,802    236,726 
Total Liabilities   6,631,062    9,605,475 
Commitments and contingencies (See note 9)        
Stockholders’ Equity          
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding at June 30, 2022 and December 31, 2021        
Common stock, $0.001 par value, 166,666,667 shares authorized, 18,174,182 and 17,860,975 shares issued at June 30, 2022 and December 31, 2021, respectively   18,188    17,861 
Treasury stock   (13)    
Additional paid-in-capital   183,698,497    166,615,514 
Accumulated deficit   (42,899,470)   (35,253,658)
Total Stockholders’ Equity  $140,817,202   $131,379,717 


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









   For the
Three Months Ended
June 30,
   For the
Six Months Ended
June 30,
   2022   2021   2022   2021 
Net Revenue  $13,978,665   $13,625,639   $27,710,195   $24,854,850 
Cost of revenues   4,988,716    5,580,964    10,618,574    10,685,567 
Gross margin   8,989,949    8,044,675    17,091,621    14,169,283 
Operating expenses                    
Salaries, wages, & benefits   4,981,549    3,906,796    10,287,416    7,487,612 
Stock-based compensation   4,025,323    897,038    7,199,421    1,604,191 
Other general and administrative expenses   3,891,607    2,900,702    7,274,416    5,375,649 
Total operating expenses   12,898,479    7,704,536    24,761,253    14,467,452 
Income (Loss) from operations   (3,908,530)   340,139    (7,669,632)   (298,169)
Other income                    
Interest income   23,816    11,961    23,820    12,892 
Income (Loss) before provision for income taxes   (3,884,714)   352,100    (7,645,812)   (285,277)
Income tax benefit                  
Net Income (Loss)  $(3,884,714)  $352,100   $(7,645,812)  $(285,277)
Weighted average number of shares outstanding – basic   18,122,500    17,347,096    18,000,958    16,720,114 
Weighted average number of shares outstanding – diluted   18,122,500    18,104,807    18,000,958    16,720,114 
Income (loss) per share – basic  $(0.21)  $0.02   $(0.42)  $(0.02)
Income (loss) per share – diluted  $(0.21)  $0.02   $(0.42)  $(0.02)


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









   For the
Six Months Ended
June 30,
   2022   2021 
Net loss  $(7,645,812)  $(285,277)
Adjustments to reconcile net loss to net cash provided by operating activities:          
Depreciation and amortization   1,049,656    1,054,138 
Stock-based compensation   7,199,421    1,354,106 
Stock issued for board service       250,085 
Provision for loss on accounts receivable   98,727    40,000 
Changes in:          
Accounts receivable   5,969,009    (88,221)
Prepaid expenses and other assets   1,266,478    1,332,132 
Accounts payable   64,232    187,211 
Revenue share payable   (2,001,379)   (1,628,556)
Accrued expenses and other liabilities   (1,264,045)   (393,778)
Operating leases, net   74     
Deferred revenue   (347,989)   33,814 
Purchase of property and equipment   (41,335)   (43,654)
EvinceMed acquisition   (2,000,000)    
Purchase of intangible assets, including intellectual property rights   (145,257)   (176,822)
Proceeds from public offering of common stock, net of offering costs       70,671,536 
Repurchase of common stock   (321,054)    
Proceeds from exercise of stock options   830,474    2,710,778 
Payment of contingent consideration       (1,610,813)
CASH AND CASH EQUIVALENTS - END OF PERIOD  $87,392,970   $83,923,455 
Cash paid for interest  $   $ 
Reduction of EvinceMed purchase price for amounts previously paid  $708,334   $ 
Shares issued in connection with acquisition  $9,374,455   $ 
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. 









   Three Months Ended
June 30,
   Six Months Ended
June 30,
   2022   2021   2022   2021 
Net Income (Loss)  $(3,884,714)  $352,100   $(7,645,812)  $(285,277)
Depreciation and amortization   578,117    527,958    1,049,656    1,054,138 
Stock-based compensation   4,025,323    897,038    7,199,421    1,604,191 
Acquisition expense   2,579        19,739     
Non-GAAP net income (loss)   721,305    1,777,096    623,004    2,373,052 
Non-GAAP net income (loss) per share                    
Basic  $0.04   $0.10   $0.03   $0.14 
Diluted  $0.04   $0.10   $0.03   $0.14 
Weighted average shares outstanding:                    
Basic   18,122,500    17,347,096    18,000,958    16,720,114 
Diluted   18,342,392    18,104,807    18,140,941    17,467,159