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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): May 10, 2023

 

OptimizeRx Corporation

(Exact name of registrant as specified in charter)

 

Nevada   001-38543   26-1265381
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

400 Water Street, Suite 200, Rochester, MI   48307
(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 2.02 Results of Operations and Financial Condition.

 

On May 10, 2023, OptimizeRx Corporation issued a press release announcing its financial results for the first quarter ended March 31, 2023. 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.

 

Exhibit
Number
  Description
99.1   Press Release, dated May 10, 2023
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURES

 

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.

 

  OPTIMIZERX CORPORATION
     
Date: May 10, 2023 By: /s/ Edward Stelmakh
  Name:  Edward Stelmakh
  Title: Chief Financial Officer

  

 

2

 

Exhibit 99.1

 

 

OptimizeRx Reports First Quarter 2023 Financial Results

 

- Total revenue of $13.0 million

- GAAP net loss per share of $(0.37)

- Non-GAAP net loss per share of $(0.09)

 

ROCHESTER, Mich. – May 10, 2023 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, 2023. Quarterly comparisons are to the same year-ago period.

 

Financial Highlights

 

Revenue in the first quarter of 2023 decreased 5% to $13.0 million, as compared to $13.7 million in the same year ago period.

 

Gross profit in the first quarter of 2023 decreased 8% year-over-year to $7.4 million, from $8.1 million during the first quarter of 2022.

 

GAAP net loss totaled $(6.4) million or $(0.37) per basic and diluted shares outstanding in the first quarter, as compared to $(3.8) million or $(0.21) during the first quarter of 2022.

 

Non-GAAP net loss in the first quarter totaled $(1.6) million or $(0.09) per fully diluted shares outstanding, as compared to $(0.1) million or $(0.01) per fully diluted shares outstanding during the first quarter of 2022 (see definition of this non-GAAP measure and reconciliation to GAAP, below).

 

Cash, cash equivalents and short-term investments totaled $73.7 million as of March 31, 2023 as compared to $74.1 million as of December 31, 2022.

 

Will Febbo, OptimizeRx CEO commented, “We’ve had a solid start to the new year and our execution remains on pace to meeting our 2023 financial and operational objectives. These goals are firmly underpinned by our best in class platform and the ability to access, distribute and use the next generation of real-world, data-enabled insights across our growing network. Our full offering is highly differentiated and we believe our reach, proprietary Real-World Data Artificial Intelligence (RWD.AI) solution set, focus on accessing physicians across multiple landing pads, and ability to efficiently scale while being able to report back data, provides us with a significant competitive edge. We look forward to transforming the marketplace and making a positive impact across our pharma, prescriber and patient stakeholder base.”

 

   Rolling Twelve Months
Ended March 31,
 
Key Performance Indicators (KPIs)*  2023   2022 
Average revenue per top 20 pharmaceutical manufacturer  $1,993,755   $2,614,054 
Percent of top 20 pharmaceutical manufacturers that are customers   90%   90%
Percent of total revenue attributable to top 20 pharmaceutical manufacturers   58%   74%
Net revenue retention   86%   124%
Revenue per average full-time employee  $605,113   $733,275 

 

 

 

 

2023 Financial Outlook

 

The Company is reaffirming its full year financial outlook for fiscal 2023 for net revenue to increase at least 10% year-over-year, and gross margins to be between 58% and 62%.

 

Conference Call

 

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

 

Date: Wednesday, May 10, 2023

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

Toll-free dial-in number: 1-888-886-7786

International dial-in number: 1-416-764-8658

Conference ID: 54210852

Call Me Link: https://emportal.ink/41EWFJO

Webcast Link: https://viavid.webcasts.com/starthere.jsp?ei=1612255&tp_key=f4c15a1272

 

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 loss and non-GAAP net loss per diluted share or non-GAAP EPS, both of which are non-GAAP financial measures.

 

The Company defines non-GAAP net loss as GAAP net 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 loss divided by the number of weighted average shares outstanding on a 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 exclude 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.

 

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The Company’s non-GAAP net 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 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 loss and non-GAAP EPS for the three months ended March 31, 2023 and 2022.

 

Definition of Key Performance Indicators*

 

Top 20 pharmaceutical manufacturers: We have updated the definition of “top 20 pharmaceutical manufacturers” in our key performance indicators to be based upon Fierce Pharma’s most updated list of “The top 20 pharma companies by 2022 revenue”. We previously used “The top 20 pharma companies by 2020 revenue”. As a result of this change, prior periods have been restated for comparative purposes.

 

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 an 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. 

 

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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, 2022, 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

adsilva@optimizerx.com

 

Investor Relations Contact

 

Ashley Robinson

LifeSci Advisors, LLC

arr@lifesciadvisors.com

 

4

 

 

OPTIMIZERX CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

   March 31,
2023
   December 31,
2022
 
         
ASSETS        
Current assets        
Cash and cash equivalents  $16,443,666   $18,208,685 
Short-term investments   57,258,234    55,931,821 
Accounts receivable, net   18,164,687    22,155,301 
Prepaid expenses and other   4,014,853    2,280,828 
Total current assets   95,881,440    98,576,635 
Property and equipment, net   143,924    137,448 
Other assets          
Goodwill   22,673,820    22,673,820 
Technology assets, net   7,591,461    7,702,895 
Patent rights, net   1,886,008    1,940,178 
Right of use assets, net   213,324    235,320 
Other intangible assets, net   3,302,563    3,384,889 
Total other assets   35,667,176    35,937,102 
TOTAL ASSETS  $131,692,540   $134,651,185 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities          
Accounts payable – trade  $1,288,854   $1,549,979 
Accrued expenses   2,124,777    2,601,246 
Revenue share payable   3,367,483    3,990,440 
Current portion of lease liabilities   89,287    89,902 
Deferred revenue   735,140    164,309 
Total current liabilities   7,605,541    8,395,876 
Non-current liabilities          
Lease liabilities, net of current portion   123,227    144,532 
Total liabilities   7,728,768    8,540,408 
Commitments and contingencies (See note 9)          
Stockholders’ equity          
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding at March 31, 2023 or December 31, 2022        
Common stock, $0.001 par value, 166,666,667 shares authorized, 18,331,511 and 18,288,571 shares issued at March 31, 2023 and December 31, 2022, respectively   18,332    18,289 
Treasury stock, $0.001 par value, 1,214,398 shares held at March 31, 2023 and December 31, 2022   (1,214)   (1,214)
Additional paid-in-capital   177,036,466    172,785,800 
Accumulated deficit   (53,089,812)   (46,692,098)
Total stockholders’ equity  $123,963,772   $126,110,777 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $131,692,540   $134,651,185 

 

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

 

5

 

 

OPTIMIZERX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

   For the Three Months
Ended March 31,
 
   2023   2022 
         
Net revenue  $13,002,910   $13,731,530 
Cost of revenues, exclusive of depreciation and amortization presented separately below   5,569,621    5,629,858 
Gross profit   7,433,289    8,101,672 
           
Operating expenses          
General and administrative expenses   14,032,542   $11,391,233 
Depreciation, amortization and noncash lease expense   463,933    471,540 
Total operating expenses   14,496,475    11,862,773 
Loss from operations   (7,063,186)   (3,761,101)
Other income          
Interest income   665,472    3 
Loss before provision for income taxes   (6,397,714)   (3,761,098)
Income tax benefit        
Net loss  $(6,397,714)  $(3,761,098)
Weighted average number of shares outstanding – basic   17,094,676    17,878,068 
Weighted average number of shares outstanding – diluted   17,094,676    17,878,068 
Loss per share – basic  $(0.37)  $(0.21)
Loss per share – diluted  $(0.37)  $(0.21)

 

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

 

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OPTIMIZERX CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

   For the Three Months
Ended March 31,
 
   2023   2022 
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss  $(6,397,714)  $(3,761,098)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:          
Depreciation and amortization   463,933    471,540 
Stock-based compensation   4,380,503    3,174,098 
Increase in bad debt reserve   128,178    21,000 
Changes in:          
Accounts receivable   3,862,436    5,643,761 
Prepaid expenses and other assets   (1,734,024)   1,021,166 
Accounts payable   (261,125)   (6,079)
Revenue share payable   (622,956)   (1,202,497)
Accrued expenses and other liabilities   (476,392)   (1,184,784)
Deferred revenue   570,831    (96,863)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES   (86,330)   4,080,244 
           
CASH FLOWS USED IN INVESTING ACTIVITIES:          
Purchase of property and equipment   (28,580)   (14,480)
Purchases of held-to-maturity investments   (56,926,611)    
Redemptions of held-to-maturity investments   55,600,198     
Acquisition of intangible assets, including intellectual property rights       (51,271)
Capitalized software development costs   (193,901)    
NET CASH USED IN INVESTING ACTIVITIES   (1,548,894)   (65,751)
           
CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES:          
Cash paid for employee withholding taxes related to the vesting of restricted stock units   (170,400)    
Proceeds from exercise of stock options   40,606    258,128 
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES   (129,794)   258,128 
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS   (1,765,018)   4,272,621 
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD   18,208,685    84,681,770 
CASH AND CASH EQUIVALENTS - END OF PERIOD  $16,443,667   $88,954,391 
           
SUPPLEMENTAL CASH FLOW INFORMATION:          
Cash paid for interest  $   $ 
Cash paid for income taxes  $   $ 

 

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

 

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OPTIMIZERX CORPORATION

RECONCILIATION of NON-GAAP to GAAP FINANCIAL MEASURES

(UNAUDITED)

 

   For the Three Months
Ended March 31,
 
   2023   2022 
Net loss  $(6,397,714)  $(3,761,098)
Depreciation and amortization   463,933    471,539 
Stock-based compensation   4,380,503    3,174,098 
Acquisition expense       17,160 
Non-GAAP net loss   (1,553,278)   (98,301)
           
Non-GAAP net loss per share          
Diluted  $(0.09)  $(0.01)
Weighted average shares outstanding:          
Diluted   17,094,676    17,878,068 

 

 

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