0001213900-24-033000 | 10-K | XBRL Viewer

Deferred Revenue (Tables)

12 Months Ended

Dec. 31, 2023

Following is a summary of activity in the deferred revenue account for the year ended December 31, 2023.

Balance January 1, 2023	$	164,309
Revenue recognized		(12,358,640	)
Amount collected		12,291,169
Amount acquired		75,003
Balance December 31, 2023	$	171,841

Balance January 1, 2022	$	1,389,907
Revenue recognized		(13,455,253	)
Amount collected		12,229,655
Balance December 31, 2022	$	164,309

Commitments and Contingent Liabilities	12 Months Ended
Dec. 31, 2023
Commitments and Contingent Liabilities [Abstract]
COMMITMENTS AND CONTINGENT LIABILITIES	NOTE 16 – COMMITMENTS AND CONTINGENT LIABILITIES Legal From time to time, the Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are currently not a party to any material legal or administrative proceedings, and we are not aware of any pending or threatened material legal or administrative proceedings against us. Commitments From time to time, the Company enters into arrangements with partners to acquire minimum amounts of media, data or messaging capabilities. As of December 31, 2023, the Company had commitments for future minimum payments of $24.7 million that will be reflected in cost of revenues during the years from 2024 through 2028. Minimum payments are due in 2024, 2025, 2026, 2027 and 2028 in the amounts of $10.6 million, $8.3 million, $3.3 million, $2.4 million and $0.1 million, respectively.

Commitments and Contingent Liabilities

12 Months Ended

Dec. 31, 2023

Commitments and Contingent Liabilities [Abstract]

COMMITMENTS AND CONTINGENT LIABILITIES

NOTE 16 – COMMITMENTS AND CONTINGENT LIABILITIES

Legal

From time to time, the Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are currently not a party to any material legal or administrative proceedings, and we are not aware of any pending or threatened material legal or administrative proceedings against us.

Commitments

From time to time, the Company enters into arrangements with partners to acquire minimum amounts of media, data or messaging capabilities. As of December 31, 2023, the Company had commitments for future minimum payments of $24.7 million that will be reflected in cost of revenues during the years from 2024 through 2028. Minimum payments are due in 2024, 2025, 2026, 2027 and 2028 in the amounts of $10.6 million, $8.3 million, $3.3 million, $2.4 million and $0.1 million, respectively.

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, 2023	Dec. 31, 2022
Schedule of Weighted Average Shares Outstanding and the Basic and Diluted Earnings Per Common Share [Abstract]
Basic EPS, Net (Loss)	$ (17,565,866)	$ (11,438,440)
Basic EPS, Shares	17,124,801	17,783,992
Basic EPS, Per Share Amount	$ (1.03)	$ (0.64)
Effect of dilutive securities, Net (Loss)
Effect of dilutive securities, Shares
Effect of dilutive securities, Per Share Amount
Diluted EPS, Net (Loss)	$ (17,565,866)	$ (11,438,440)
Diluted EPS, Shares	17,124,801	17,783,992
Diluted EPS, Per Share Amount	$ (1.03)	$ (0.64)

Insider Trading Arrangements	12 Months Ended
Insider Trading Arrangements	Dec. 31, 2023 shares
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	true
Mr. William J. Febbo [Member]
Trading Arrangements, by Individual
Name	Mr. William J. Febbo
Title	Chief Executive Officer
Adoption Date	On June 15, 2023
Arrangement Duration	1 year
Aggregate Available	300,000
Ms. Marion Odence-Ford [Member]
Trading Arrangements, by Individual
Name	Ms. Marion Odence-Ford
Title	General Counsel & Chief Compliance Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	On June 15, 2023
Arrangement Duration	1 year
Aggregate Available	7,000

Stock Based Compensation (Details) - Schedule of Restricted Stock Unit - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule Of Restricted Stock Unit Abstract
Number of RSUs, beginning	789,074	399,738
Weighted average grant date fair value Outstanding, beginning	$ 36.95	$ 52.99
Number of RSUs, Granted	383,406	467,043
Weighted average grant date fair value, Granted	$ 12.3	$ 25.69
Number of RSUs, Forfeited	(244,923)	(39,346)
Weighted average grant date fair value, Forfeited	$ 58.18	$ 44.06
Number of RSUs, Vested and issued	(141,859)
Weighted average grant date fair value, Vested and issued	$ 31.38
Number of RSUs, Shares issued		(29,945)
Weighted average grant date fair value, Shares issued		$ 59.41
Number of RSUs, Withheld and cancelled	(42,489)	(8,416)
Weighted average grant date fair value, Withheld and cancelled	$ 32.47	$ 68.69
Number of RSUs Outstanding, ending	743,209	789,074
Weighted average grant date fair value, Outstanding, ending	$ 18.62	$ 36.95
Weighted average remaining contractual life (years) Outstanding, ending	1 year 8 months 12 days	2 years

Consolidated Statement of Stockholders’ Equity - USD ($)	Common Stock	Treasury Stock	Additional Paid-in Capital	Accumulated Deficit	Total
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
Options			4,956,619		4,956,619
Restricted stock			10,789,203		10,789,203
Issuance of common stock:
For stock options exercised	$ 157		1,205,724		1,205,881
For stock options exercised (in Shares)	156,910
For acquisition	$ 241		9,374,214		9,374,455
For acquisition (in Shares)	240,741
For restricted stock units vested, net of cancelled units	$ 30		(132,430)		(132,400)
For restricted stock units vested, net of cancelled units (in Shares)	29,945
Repurchase of common stock		$ (1,214)	(20,023,044)		(20,024,258)
Repurchase of common stock (in Shares)		(1,214,398)
Net loss				(11,438,440)	(11,438,440)
Balance at Dec. 31, 2022	$ 18,289	$ (1,214)	172,785,800	(46,692,098)	126,110,777
Balance (in Shares) at Dec. 31, 2022	18,288,571	(1,214,398)
Options			5,925,416		5,925,416
Restricted stock			7,791,917		7,791,917
Issuance of common stock:
For stock options exercised	$ 25		181,081		181,106
For stock options exercised (in Shares)	24,668
For acquisition	$ 1,444		12,089,698		12,091,142
For acquisition (in Shares)	1,444,581
For restricted stock units vested, net of cancelled units	$ 141		(459,033)		(458,892)
For restricted stock units vested, net of cancelled units (in Shares)	141,859
Repurchase of common stock		$ (527)	(7,521,899)		(7,522,426)
Repurchase of common stock (in Shares)		(526,999)
Net loss				(17,565,866)	(17,565,866)
Balance at Dec. 31, 2023	$ 19,899	$ (1,741)	$ 190,792,980	$ (64,257,964)	$ 126,553,174
Balance (in Shares) at Dec. 31, 2023	19,899,679	(1,741,397)

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (17,565,866)	$ (11,438,440)
Adjustments to reconcile net loss to net cash (used in) / provided by operating activities:
Depreciation and amortization	2,401,628	2,022,029
Asset impairment charges	6,737,580
Loss on disposal of business	2,142,319
Increase in bad debt expense	665,973	363,512
Stock-based compensation	13,717,333	15,745,822
Amortization of debt issuance costs	210,737
Change in operating assets and liabilities, net of the effects of acquisitions:
Accounts receivable	(8,712,954)	2,281,773
Prepaid expenses and other assets	(573,333)	2,650,951
Accounts payable	(1,320,150)	943,171
Revenue share payable	1,515,262	(387,776)
Accrued expenses and other liabilities	1,305,164	(301,366)
Deferred tax liabilities	(7,695,374)
Deferred revenue	(67,472)	(1,225,598)
NET CASH (USED IN) / PROVIDED BY OPERATING ACTIVITIES	(7,239,153)	10,654,078
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchases of property and equipment	(87,073)	(81,005)
Proceeds from sale of property and equipment	10,000
Cash paid for acquisitions, net of cash acquired	(82,947,264)	(2,000,000)
Proceeds from sale of business	2,540,000
Purchase of short-term investments	(162,777,510)	(55,931,821)
Redemptions of short-term investments	218,709,331
Capitalized software development costs and other	(784,349)	(163,560)
NET CASH USED IN INVESTING ACTIVITIES	(25,336,865)	(58,176,386)
CASH FLOWS (USED IN ) / PROVIDED BY FINANCING ACTIVITIES:
Proceeds from long-term debt, net of issuance costs	37,730,000
Repayment of long-term debt	(1,710,000)
Repurchase of common stock	(7,522,426)	(20,024,258)
Proceeds from exercise of stock options, net of cash paid for withholding taxes	(277,785)	1,073,481
NET CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES	28,219,789	(18,950,777)
NET DECREASE IN CASH AND CASH EQUIVALENTS	(4,356,229)	(66,473,085)
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD	18,208,685	84,681,770
CASH AND CASH EQUIVALENTS – END OF PERIOD	13,852,456	18,208,685
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	1,212,619
ROU assets obtained in exchange for lease obligations	459,580
Reduction of EvinceMed purchase price for amounts previously paid		708,334
Shares issued in connection with acquisition	12,091,142	9,374,455
Cash paid for income taxes	$ 48,222

Stock Based Compensation (Details) - Schedule of Company’s Non-Vested Options	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Schedule Of Company SNon Vested Options Abstract
Options, Nonvested at beginning balance \| shares	1,056,187
Weighted-Average Exercise Price, Nonvested at beginning balance \| $ / shares	$ 30.51
Options, Granted \| shares	426,703
Weighted-Average Exercise Price, Granted \| $ / shares	$ 12.5
Options, Vested \| shares	(381,992)
Weighted-Average Exercise Price, Vested \| $ / shares	$ 31.61
Options, Forfeited \| shares	(132,111)
Weighted-Average Exercise Price, Forfeited \| $ / shares	$ 52.07
Options, Nonvested at ending balance \| shares	968,787
Weighted-Average Exercise Price, Nonvested at ending balance \| $ / shares	$ 22.03

Acquisitions (Details) - Schedule of Identifiable Intangibles are Being Amortized on a Straight Line Basis	12 Months Ended
	Dec. 31, 2023
Customer relationship intangible [Member]
Schedule of Identifiable Intangibles are Being Amortized on a Straight Line Basis [Line Items]
Estimated useful lives	15 years
Trademark and patent intangible [Member]
Schedule of Identifiable Intangibles are Being Amortized on a Straight Line Basis [Line Items]
Estimated useful lives	10 years
Technology intangibles [Member] \| Minimum [Member]
Schedule of Identifiable Intangibles are Being Amortized on a Straight Line Basis [Line Items]
Estimated useful lives	4 years
Technology intangibles [Member] \| Maximum [Member]
Schedule of Identifiable Intangibles are Being Amortized on a Straight Line Basis [Line Items]
Estimated useful lives	10 years

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Net revenue	$ 71,521,506	$ 62,450,156
Cost of revenues, exclusive of depreciation and amortization presented separately below	28,621,589	23,483,336
Gross margin	42,899,917	38,966,820
Operating Expenses
Stock-based compensation	13,717,333	15,745,822
Loss on disposal of a business	2,142,319
Impairment charges	6,737,580
Depreciation and amortization	2,401,628	2,022,029
Other sales, general and administrative expenses	44,302,771	33,489,707
Total operating expenses	69,301,631	51,257,558
Loss from operations	(26,401,714)	(12,290,738)
Other income (expense)
Interest expense	(1,453,764)
Other income	500,001
Interest income	2,191,689	852,298
Total other income (expense), net	1,237,926	852,298
Loss before provision for income taxes	(25,163,788)	(11,438,440)
Income tax benefit	7,597,922
Net loss	$ (17,565,866)	$ (11,438,440)
Weighted average number of shares outstanding – basic (in Shares)	17,124,801	17,783,992
Weighted average number of shares outstanding – diluted (in Shares)	17,124,801	17,783,992
Loss per share – basic (in Dollars per share)	$ (1.03)	$ (0.64)
Loss per share – diluted (in Dollars per share)	$ (1.03)	$ (0.64)

Subsequent Events

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 18 – SUBSEQUENT EVENTS

None.

Investment Securities (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Investment Securities [Abstract]
U.S. government and agency securities		$ 55.9

Long-Term Debt (Details) - USD ($)		12 Months Ended
Long-Term Debt (Details) - USD ($)	Oct. 11, 2023	Dec. 31, 2023	Dec. 31, 2022
Long-Term Debt (Details) [Line Items]
Net proceeds (in Dollars)	$ 40,000,000
Issuance costs (in Dollars)	$ 2,300,000
Amortization of debt issuance costs (in Dollars)		$ 210,737
Loan repayable, percentage		1.25%
Principal amount (in Dollars)		$ 500,000
Premium, percentage		3.00%
Leverage description		In addition, the Company is required to make a mandatory prepayment on March 31, of each year, commencing with 2025, equivalent to Excess Cash Flow multiplied by a percentage factor of 25%, if the leverage ratio is 3.60 to 1.00 or less, 50% if the leverage ratio is greater than 3.60 to 1 or less than or equal; to 4.10 to 1.00 and 75%, if the leverage ratio is greater than 4.10 to 1.00.
Principal repayments (in Dollars)		$ 1,700,000
Asset sale (in Dollars)		$ 1,200,000
Percentage of per annum		8.50%
Loan bears interest		14.10%
Interest penalities (in Dollars)		$ 181,895
Prepayments percentage		19.60%
Financing least (in Dollars)		$ 5,000,000
Loan term		4 years
Federal Funds Rate [Member]
Long-Term Debt (Details) [Line Items]
Percentage of per annum		0.50%
Secured Funds Overnight Rate [Member]
Long-Term Debt (Details) [Line Items]
Percentage of per annum		1.00%
Prime Rate [Member]
Long-Term Debt (Details) [Line Items]
Percentage of per annum		7.50%
Maximum [Member]
Long-Term Debt (Details) [Line Items]
Percentage of per annum		4.00%
First Anniversary [Member]
Long-Term Debt (Details) [Line Items]
Premium, percentage		2.00%
Second Anniversary [Member]
Long-Term Debt (Details) [Line Items]
Premium, percentage		1.00%
Third Anniversary [Member]
Long-Term Debt (Details) [Line Items]
Premium, percentage		0.00%

Retirement Plan (Details) - USD ($)	12 Months Ended
Retirement Plan (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Retirement Plan [Abstract]
Defined contribution plan, description	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.
Contributions plan expense	$ 726,660	$ 489,780

Stockholders' Equity

12 Months Ended

Dec. 31, 2023

Stockholders' Equity [Abstract]

STOCKHOLDERS' EQUITY

NOTE 10 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company had 10,000,000 shares of preferred stock, $0.001 par value per share, authorized as of December 31, 2023. No shares were issued or outstanding in either 2022 or 2023.

Common Stock

The Company had 166,666,667 shares of common stock, $0.001 par value per share, authorized as of December 31, 2023. There were 18,158,282 and 17,074,173 shares of common stock outstanding, net of shares held in treasury, at December 31, 2023 and 2022, respectively.

We issued 24,668 shares of common stock and received proceeds of $181,106 in 2023 in connection with the exercise of options under our 2013 Equity Incentive Plan. We also issued 156,910 shares of common stock and received proceeds of $1,205,881 in 2022 in connection with the exercise of options under our 2013 Equity Incentive Plan.

We issued 141,859 shares of common stock in 2023 and 29,945 shares of common stock in 2022 in connection with the vesting of restricted stock units under our 2013 and 2021 Equity Incentive Plans and discussed in greater detail in Note 11, Stock Based Compensation. Some of the participants utilized a net withhold settlement method, in which shares were surrendered to cover payroll withholding taxes. Of the shares issued to participants during the year ended December 31, 2023 and 2022, respectively, 42,489 and 8,416 shares, valued at $458,892 and $132,400, were surrendered and subsequently cancelled.

Treasury Stock

During the quarter ended March 31, 2023, the Board authorized a share repurchase program, under which the Company may repurchase up to $15 million of its outstanding common stock. This stock repurchase authorization expires on the earlier of March 12, 2024, or when the repurchase of $15 million of shares of its common stock has been reached. Through December 31, 2023, the Company repurchased 526,999 shares of our common stock for a total of $7,522,426, including commissions paid on repurchases. At December 31, 2022, the Company repurchased 1,214,398 shares of our common stock for a total of $20,021,830, including commissions paid on repurchases. These shares were recorded as Treasury Shares using the par value method.

During the year ended December 31, 2022, the Board authorized a share repurchase program, under which the Company may repurchase up to $20.0 million of its outstanding common stock. Through December 31, 2022, we repurchased 1,214,398 shares of our common stock for a total of $20,024,258, including commissions paid on repurchases. These shares were recorded as Treasury Shares using the par value method.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Acquisitions (Details) - Schedule of Acquisition Date Fair Value of Consideration Transferred	12 Months Ended
	Dec. 31, 2023 USD ($)
Schedule of Acquisition Date Fair Value of Consideration Transferred [Abstract]
Net cash transferred	$ 83,888,239
Fair value of common stock transferred	12,091,142
Fair value of consideration transferred	$ 95,979,381

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property and Equipment [Abstract]

Schedule of Owned Equipment Recorded at Cost

The Company owned equipment recorded at cost, which consisted of the following as of December 31, 2023 and 2022:

	2023		2022
Computer equipment	$	266,370	$	230,467
Furniture and fixtures		33,899		38,500
		300,269		268,967
Less accumulated depreciation		150,862		131,519
Property and equipment, net	$	149,407	$	137,448

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets [Abstract]

Schedule of Goodwill on the Consolidated Balance Sheet

Changes in the carrying amount of goodwill on the consolidated balance sheet consist of the following:

Balance at January 1, 2022	$	14,740,031
Acquisitions		7,933,789
Impairments		—
Balance January 1, 2023	$	22,673,820
Acquisitions		56,993,258
Disposal of business		(1,310,004	)
Impairments		—
Balance December 31, 2023	$	78,357,074

Schedule of Intangible Assets Included on the Consolidated Balance Sheets

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

	December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net		Weighted Average Life Remaining
Patent rights	$	7,163,729	$	978,987	$	6,184,742		8.8
Technology assets		12,387,622		3,374,866		9,012,756		6.6
Other intangible assets
Tradename		134,000		—		134,000		10.7
Non-compete agreements		1,093,000		1,093,000		—		—
Customer relationships		34,923,000		858,916		34,064,084		14.6
Total Tradename and customer relationships		36,150,000		1,951,916		34,198,084
Total intangible assets	$	55,701,351	$	6,305,769	$	49,395,582

	December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net		Weighted Average Life Remaining
Patent rights	$	3,364,729	$	1,424,551	$	1,940,178		8.5
Technology assets		12,859,660		5,156,765		7,702,895		5.1
Other intangible assets
Tradename		3,586,000		776,966		2,809,034		11.7
Non-compete agreements		1,093,000		1,093,000		—		—
Customer relationships		923,000		352,196		570,804		7.4
Total other		5,602,000		2,222,162		3,379,838
Total intangible assets	$	21,826,389	$	8,803,478	$	13,022,911

Schedule of Intangibles are Being Amortized on a Straight-Line Basis

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 years
Technology assets		3 – 10 years

Schedule of Future Amortization Expenses of Intangibles Assets

Expected future amortization expense of the intangibles assets as of December 31, 2023 is as follows:

Year ended December 31,
2024	$	4,202,841
2025		4,128,899
2026		4,079,117
2027		3,972,613
2028		3,724,330
Thereafter		29,287,782
Total	$	49,395,582

Stock Based Compensation (Details) - Schedule of Option Activity - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Option Activity [Abstract]
Outstanding at Number of Options	1,306,870	783,547
Outstanding at Number of Options	$ 31.14	$ 34.17
Outstanding at Aggregate intrinsic value	$ 1,537,752
Number of Options, Granted	426,703	862,938
Weighted average exercise price, Granted	$ 12.5	$ 25.43
Number of Options, Exercised	(24,668)	(156,910)
Weighted average exercise price, Exercised	$ 7.34	$ 7.69
Number of Options, Expired or forfeited	(153,844)	(182,705)
Weighted average exercise price, Expired or forfeited	$ 30.7	$ 37.13
Number of Options, Outstanding	1,555,061	1,306,870
Weighted average exercise price, Outstanding	$ 26.38	$ 31.14
Weighted average remaining contractual life (years), Outstanding	3 years 4 months 24 days	2 years 8 months 12 days
Aggregate intrinsic value, Outstanding	$ 1,046,481	$ 1,537,752
Number of Options, Exercisable	586,274
Weighted average exercise price, Exercisable	$ 33.1
Weighted average remaining contractual life (years), Exercisable	2 years 7 months 6 days
Aggregate intrinsic value, Exercisable	$ 239,110

Goodwill and Intangible Assets (Details) - Schedule of Intangibles are Being Amortized on a Straight-Line Basis	Dec. 31, 2022
Patents [Member] \| Minimum [Member]
Goodwill and Intangible Assets (Details) - Schedule of Intangibles are Being Amortized on a Straight-Line Basis [Line Items]
Intangibles amortized estimated useful lives	15 years
Patents [Member] \| Maximum [Member]
Goodwill and Intangible Assets (Details) - Schedule of Intangibles are Being Amortized on a Straight-Line Basis [Line Items]
Intangibles amortized estimated useful lives	17 years
Tradenames [Member]
Goodwill and Intangible Assets (Details) - Schedule of Intangibles are Being Amortized on a Straight-Line Basis [Line Items]
Intangibles amortized estimated useful lives	15 years
Non-compete agreements [Member] \| Minimum [Member]
Goodwill and Intangible Assets (Details) - Schedule of Intangibles are Being Amortized on a Straight-Line Basis [Line Items]
Intangibles amortized estimated useful lives	2 years
Non-compete agreements [Member] \| Maximum [Member]
Goodwill and Intangible Assets (Details) - Schedule of Intangibles are Being Amortized on a Straight-Line Basis [Line Items]
Intangibles amortized estimated useful lives	4 years
Customer relationships [Member]
Goodwill and Intangible Assets (Details) - Schedule of Intangibles are Being Amortized on a Straight-Line Basis [Line Items]
Intangibles amortized estimated useful lives	8 years
Technology assets [Member] \| Minimum [Member]
Goodwill and Intangible Assets (Details) - Schedule of Intangibles are Being Amortized on a Straight-Line Basis [Line Items]
Intangibles amortized estimated useful lives	3 years
Technology assets [Member] \| Maximum [Member]
Goodwill and Intangible Assets (Details) - Schedule of Intangibles are Being Amortized on a Straight-Line Basis [Line Items]
Intangibles amortized estimated useful lives	10 years

Acquisitions (Details) - Schedule of Estimated Fair Value of Assets Acquired and Liabilities - USD ($)	Dec. 31, 2023	Apr. 14, 2022
Assets Acquired
Cash	$ 940,974
Accounts receivable	6,028,048
Taxes receivable	1,035,754
Prepaid expenses and other	912,719
Property and equipment	33,476
Customer relationships intangible	34,000,000
Trademark and patent intangible	5,700,000
Technology intangibles	8,300,000
Operating lease right-of-use assets	145,075
Deposits	9,727
Total Assets Acquired	57,105,773
Liabilities Assumed
Accounts payable	1,997,348
Accrued expenses	3,848,403
Lease liabilities	166,098
Deferred revenue	75,003
Deferred tax liabilities	12,032,798
Total Liabilities Assumed	18,119,650
Net assets acquired	38,986,123
Goodwill	56,993,258	$ 7,933,789
Fair value of consideration transferred	$ 95,979,381

Property and Equipment (Details) - USD ($)	12 Months Ended
Property and Equipment (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property and Equipment [Abstract]
Depreciation expense	$ 99,849	$ 85,725

Summary of Significant Accounting Policies (Details) - Schedule of Pay Any Dividends in the Future - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Pay Any Dividends in the Future [Line Items]
Expected dividend yield	0.00%	0.00%
Expected option term	3 years 6 months	3 years 6 months
Turnover/forfeiture rate	0.00%	0.00%
Weighted average grant date fair value (in Dollars per share)	$ 6.58	$ 12.82
Minimum [Member]
Schedule of Pay Any Dividends in the Future [Line Items]
Risk free interest rate	3.76%	0.82%
Expected volatility	67.00%	68.00%
Maximum [Member]
Schedule of Pay Any Dividends in the Future [Line Items]
Risk free interest rate	4.74%	4.38%
Expected volatility	72.00%	71.00%

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2023

Summary of Significant 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 allowance for credit losses, carrying value of assets, fair values assigned to acquired long-lived assets, depreciable and amortizable lives of tangible and intangible assets, the carrying value of liabilities, the valuation allowance for deferred tax assets, 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.

Principles of Consolidation

The financial statements reflect the consolidated results of OptimizeRx Corporation, a Nevada corporation, and its wholly owned subsidiaries: OptimizeRx Corporation, a Michigan corporation, Healthy Offers, Inc., a Nevada 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.

Segment reporting

We operate in one reportable segment and use consolidated net income as its measure of segment profit and loss. 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 solution as our focus is on selling enterprise arrangements covering multiple solutions that span the entire patient journey with a specific brand.

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 shekel for its subsidiary in Israel and the euro 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.

Investments

We account for marketable securities in accordance with ASC 320, “Investments - Debt Securities”, which require that certain debt securities be classified into one of three categories: held-to-maturity, available-for-sale, or trading securities, and depending upon the classification, value the security at amortized cost or fair market value.

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 Company’s carrying amounts of financial instruments including cash and cash equivalents, accounts receivable, accounts payable, and other current liabilities approximate their fair values due to their short maturities.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable are reported at realizable value, net of allowances for credit losses, which is estimated and recorded in the period the related revenue is recorded. The Company does not seek collateral to secure its accounts receivable and amounts billed are are generally due within a short period of time based on terms and conditions normal for our industry. 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. If current or expected future economic trends, events, or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Past-due receivable balances are written off when the Company’s collection efforts have been exhausted.

The Company’s customers are primarily large well-capitalized companies, and historically there has been very little bad debt expense. Bad debt expense was $665,973 and $363,512 for the years ended December 31, 2023 and 2022, respectively. The allowance for credit losses was $239,172 and $352,043 as of December 31, 2023 and 2022, respectively.

The changes in the allowance for credit losses in each of the years ended December 31, 2023 and 2022, were as follows:

	2023			2022
Balance at beginning of year	$	352,043		$	241,219
Bad debt expense		665,973			363,512
Write-offs		(778,844	)		(252,688	)
Balance at end of year	$	239,172		$	352,043

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 $4,198,312, and $3,582,735, at December 31, 2023, and 2022, 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.

Leases

Lease-related assets, or Operating lease right-of-use (“ROU”) 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. The Company reviews all options to extend, terminate, or purchase its ROU assets at the commencement of the lease and on an ongoing basis and accounts for these options when they are reasonably certain of being exercised.

Operating lease expense is recognized on a straight-line basis over the lease term, while variable lease payments are expensed as incurred.

The short-term lease recognition exemption is applied for leases with terms at commencement of not greater than 12 months.

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, two to four years for covenants not to compete, and three to ten years for software and websites, all using the straight-line method. These assets are evaluated when there is a triggering event.

Long-lived assets, such as property and equipment and amortizing intangible assets are reviewed whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Impairment of assets with definite-lives is generally determined by comparing projected undiscounted cash flows expected to be generated by the asset, or asset groups, to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted basis, an impairment is recognized to the extent fair value exceeds carrying value. Determining the extent of impairment, if any, typically requires various estimates and assumptions including cash flows directly attributable to the asset, the useful life of the asset and residual value, if any. When necessary, the Company uses internal cash flow estimates, quoted market prices and appraisals, as appropriate, to determine fair value. Actual results could vary from these estimates. In addition, the remaining useful life of the impaired asset is revised, if necessary.

We recorded impairment charges of $6.7 million against the value of our intangible assets during the year ended December 31, 2023. No events or circumstances were noted that would be indicative of any potential impairment during the year ended December 31, 2022.

Goodwill

Goodwill represents the excess of the purchase price over the far value assigned to the net tangible and identifiable intangible assets of an acquired business.

Goodwill is assessed for impairment at least annually as of December 31, of each year, or more frequently if an event occurs or circumstances change that would reduce the fair value of a reporting unit below its carrying value.

A qualitative assessment can be performed to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value.

The fair value of a reporting unit is calculated using the income approach (including Discounted Cash Flow (“DCF”) and validated using a market approach with the involvement of a third-party valuation specialist. The income approach uses expected future cash flows for the reporting unit and discounts those cash flows to present value. Expected future cash flows are estimated using management assumptions of growth rates, including long-term growth rates, capital expenditures and cost efficiencies. Future acquisitions or divestitures are not included in the expected future cash flows. The Company uses a discount rate based on a calculated weighted average cost of capital which is adjusted for company specific risk premiums. The market approach compares the valuation multiples of similar companies to that of the associated reporting unit. The Company then reconciles the calculated fair values to its market capitalization. The fair value is then compared to its carrying value including goodwill. If the fair value is in excess of its carrying value, the related goodwill is not impaired. If the fair value is less than carrying value, an impairment charge is recognized, equivalent to the amount that the carrying value exceeds the fair value.

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. The net contract balance for contracts in progress at December 31, 2023 and 2022 was $2.0 million and $5.4 million, respectively. The outstanding performance obligations are expected to be satisfied during the year ended December 31, 2024.

In certain circumstances, the Company will offer sales rebates to customers based on spend volume. Rebates are typically contracted based on a quarterly or annual spend amount based on a volume threshold or tiered model. At the beginning of the year, the rebate percentage is estimated based on input from the sales team and analysis of prior year sales. Thereafter, the open contract balance for the customer is assessed quarterly to ensure the estimated rebate percentage being used for the rebate accrual remains reasonable. The estimated amount of variable consideration will be included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. For the year ended 2023, there were three contracts with customers that included a rebate clause.

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.

Disaggregation of Revenue

Consistent with ASC Topic 606, we have disaggregated our revenue by timing of revenue recognition. The majority of our revenue is recognized over time as solutions are provided. A small portion of our revenue related to program development, solution architect design, and other solutions is recognized at a point in time upon delivery to customers. A break down is set forth in the table below.

	2023		2022
Revenue recognized over time	$	63,527,477	$	55,437,418
Revenue recognized at a point in time		7,994,029		7,012,738
Total Revenue	$	71,521,506	$	62,450,156

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. 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 Revenues include revenue-share expense and costs associated with licensing data from third parties. Cost of revenues does not include depreciation and amortization which is listed separately on the statements of operations. 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.

Significant judgments are required in order to determine the realizability of these deferred tax assets. In assessing the need for a valuation allowance, the Company evaluates all significant available positive and negative evidence, including historical operating results, estimates of future taxable income and the existence of prudent and feasible tax planning strategies. Changes in the expectations regarding the realization of deferred tax assets could materially impact income tax expense in future periods.

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, 2023 and 2022 the Company had $13,260,816 and $15,669,837, respectively, in cash balances in excess of federally insured limits, primarily at Bank of America.

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, 2023 and 2022.

Advertising Costs

The Company expenses advertising costs as incurred. Advertising costs, included in Other general and administrative expenses were $775,548 and $743,975, for the years ended December 31, 2023 and 2022, respectively.

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 was estimated using a Monte Carlo simulation model. This valuation technique included estimating the movement of stock prices and the effects of volatility, interest rates and dividends. At the year ended December 31, 2023 there are no market based restricted stock units outstanding.

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.

	2023			2022
Expected dividend yield		0	%		0	%
Risk free interest rate		3.76% - 4.74	%		0.82% - 4.38	%
Expected option term		3.5 years			3.5 years
Turnover/forfeiture rate		0	%		0	%
Expected volatility		67% - 72	%		68% - 71	%
Weighted average grant date fair value	$	6.58		$	12.82

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 awards that were excluded from the diluted loss per common share calculation in 2023 and 2022 was 31,727 and 93,626 related to options, and 52,607 and 170,859 related to restricted stock units, for a total of 84,334 and 264,485, respectively, because they are anti-dilutive, as a result of the net losses incurred in each of the years ended December 31, 2023 and 2022.

The computation of weighted average shares outstanding and the basic and diluted earnings per common share for the years ended December 31, 2023 and 2022 consisted of the following:

	Year ended December 31, 2023
	Net (Loss)			Shares		Per Share Amount
Basic EPS	$	(17,565,866	)		17,124,801	$	(1.03	)
Effect of dilutive securities		—			—		—
Diluted EPS	$	(17,565,866	)		17,124,801	$	(1.03	)

	Year ended December 31, 2022
	Net Income			Shares		Per Share Amount
Basic EPS	$	(11,438,440	)		17,783,992	$	(0.64	)
Effect of dilutive securities		—			—		—
Diluted EPS	$	(11,438,440	)		17,783,992	$	(0.64	)

Recently Issued Accounting Guidance

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 was effective for the Company’s fiscal year beginning January 1, 2023. 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

In November 2023, the FASB issued ASU No. 2023-07 (“ASU 2023-07”), Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 requires annual and interim disclosures that are expected to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. The provisions of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2023-07.

In December 2023, the FASB issued ASU No. 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 addresses investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This update also includes certain other amendments to improve the effectiveness of income tax disclosures. The provisions of ASU 2023-09 are effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2023-09.

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Taxes [Abstract]

Schedule of Federal Income Tax

The provision for Federal income tax consists of the following for the years ended December 31, 2023 and 2022:

	2023			2022
Federal income tax benefit (expense) attributable to:
Current operations	$	5,284,000		$	2,402,000
State tax effect, net of federal benefit		569,000			545,000
Option exercise benefits (expenses), net of Section 162M limitations		(3,100,000	)		(268,000	)
Transaction costs		(360,000	)		—
Other adjustments		44,922			221,000
Valuation allowance		5,160,000			(2,900,000	)
Income tax benefit	$	7,597,922		$	—

	2023			2022

Current tax benefit (expense) - Federal	$	—		$	—
Current tax benefit (expense) - State		(97,452	)		—
Total current (expense)		(97,452	)		—
Deferred tax benefit (expense) - Federal		6,488,661			—
Deferred tax benefit (expense) - State		1,206,713			—
Total deferred benefit		7,695,374			—
Total tax benefit on loss	$	7,597,922		$	—

Schedule of Net Deferred Tax

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, 2023 and 2022:

	2023			2022
Deferred tax assets attributable to:
Net operating loss carryover	$	4,864,000		$	5,545,000
Stock compensation		3,744,000			3,953,000
Operating lease liability		115,000			63,000
Section 174 capitalized expenses		2,533,000			789,000
Fixed assets		—			126,000
Other		103,000			16,000
Deferred tax assets	$	11,720,000		$	10,492,000

Deferred tax liabilities attributable to:
Intangibles	$	(12,393,000	)	$	(2,102,000	)
Operating lease right-of-use assets		(110,000	)		(63,000	)
Goodwill		—			(106,000	)
Other		(198,424	)		(59,000	)
Deferred tax liabilities		(12,701,424	)		(2,330,000	)
Net deferred tax (liability) asset	$	(981,424	)	$	8,162,000
Valuation allowance		(3,356,000	)		(8,162,000	)
Net deferred tax liabilities	$	(4,337,424	)	$	—

Goodwill and Intangible Assets (Details) - USD ($)	12 Months Ended
Goodwill and Intangible Assets (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets [Abstract]
Transaction due	$ 3,740,000
Access products	2,540,000
Loss on disposal	(2,142,319)
Goodwill balance	1,310,004	7,933,789
Net book value	3,327,844
Asset impairment charges	6,737,580
Company recorded amortization expense	$ 2,301,779	$ 1,936,304

Investment Securities

12 Months Ended

Dec. 31, 2023

Investment Securities [Abstract]

INVESTMENT SECURITIES

NOTE 4 – INVESTMENT SECURITIES

There were no investment securities held at December 31, 2023.

At December 31, 2022 the Company held $55.9 million in U.S. government and agency securities. All securities had maturity dates of less than one year. The Company reported these securities at amortized cost. The amortized cost approximates fair value at December 31, 2022 due to the short nature of the securities.

Proceeds from the maturities of these securities during 2023 were used to partially fund the acquisition of Medicx Health. See Note 3 - Acquisitions.

Major Customers and Vendors

12 Months Ended

Dec. 31, 2023

Major Customers and Vendors [Abstract]

MAJOR CUSTOMERS AND VENDORS

NOTE 14 – MAJOR CUSTOMERS AND VENDORS

The Company had the following customers that accounted for 10% or greater of revenue in either 2023 or 2022. No other customers accounted for more than 10% of revenue in either year presented.

	2023				2022
	$		%		$		%
Customer A		5,825,151		8.1		6,817,682		10.9
Customer B		10,275,210		14.4		3,876,580		6.2

Our accounts receivable included two agencies, that represented multiple customers, that individually made up more than 10% of our accounts receivable at December 31, 2023 in the percentages of 28.3% and 14.1%. As of December 31, 2022, our accounts receivable included two entities, including one agency that represented multiple customers that individually made up more than 10% of our accounts receivable in the percentages of 13.3% and 10.8%.

The Company generates a portion of its revenues through its EHR and ePrescribe partners. There were three key partners and/or vendors through which 10% or greater of its revenue was generated in either 2023 or 2022 as set forth below. The amounts in the table below reflect the amount of revenue generated through those partners.

	2023				2022
	$		%		$		%
Partner A		26,035,135		36.4		19,882,511		31.8
Partner B		13,955,426		19.5		12,494,227		20.0
Partner C		6,498,694		9.1		6,578,661		10.5

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Subparagraph (d)
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Property and Equipment

12 Months Ended

Dec. 31, 2023

Property and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 6 – PROPERTY AND EQUIPMENT

The Company owned equipment recorded at cost, which consisted of the following as of December 31, 2023 and 2022:

	2023		2022
Computer equipment	$	266,370	$	230,467
Furniture and fixtures		33,899		38,500
		300,269		268,967
Less accumulated depreciation		150,862		131,519
Property and equipment, net	$	149,407	$	137,448

Depreciation expense was $99,849 and $85,725 for the years ended December 31, 2023 and 2022, respectively.

Income Taxes (Details) - Schedule of Federal Income Tax - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Federal Income Tax [Abstract]
Current operations	$ 5,284,000	$ 2,402,000
State tax effect, net of federal benefit	569,000	545,000
Option exercise benefits (expenses), net of Section 162M limitations	(3,100,000)	(268,000)
Transaction costs	(360,000)
Other adjustments	44,922	221,000
Valuation allowance	5,160,000	(2,900,000)
Income tax benefit	7,597,922
Current tax benefit (expense) - Federal
Current tax benefit (expense) - State	(97,452)
Total current (expense)	(97,452)
Deferred tax benefit (expense) - Federal	6,488,661
Deferred tax benefit (expense) - State	1,206,713
Total deferred benefit	7,695,374
Total tax benefit on loss	$ 7,597,922

Major Customers and Vendors (Details) - Schedule of Customers Accounted Percentage of Revenue - Revenue Benchmark [Member] - Customer Concentration Risk [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Customer A [Member]
Segment Reporting Information [Line Items]
Revenue	$ 5,825,151	$ 6,817,682
Revenue percentage	8.10%	10.90%
Customer B [Member]
Segment Reporting Information [Line Items]
Revenue	$ 10,275,210	$ 3,876,580
Revenue percentage	14.40%	6.20%
Partner A [Member]
Segment Reporting Information [Line Items]
Revenue	$ 26,035,135	$ 19,882,511
Revenue percentage	36.40%	31.80%
Partner B [Member]
Segment Reporting Information [Line Items]
Revenue	$ 13,955,426	$ 12,494,227
Revenue percentage	19.50%	20.00%
Partner C [Member]
Segment Reporting Information [Line Items]
Revenue	$ 6,498,694	$ 6,578,661
Revenue percentage	9.10%	10.50%

Goodwill and Intangible Assets (Details) - Schedule of Goodwill on the Consolidated Balance Sheet - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Goodwill on the Consolidated Balance Sheet [Abstract]
Balance	$ 22,673,820	$ 14,740,031
Acquisitions	56,993,258
Disposal of business	(1,310,004)
Impairments
Balance	78,357,074	22,673,820
Acquisitions	1,310,004	7,933,789
Impairments	$ 6,737,580

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Stock Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Stock Based Compensation [Abstract]

Schedule of Option Activity

The Company had the following option activity during the year ended December 31, 2023 and 2022:

	Number of Options			Weighted average exercise price		Weighted average remaining contractual life (years)		Aggregate intrinsic value $
Outstanding at January 1, 2022		783,547		$	34.17
Granted		862,938		$	25.43
Exercised		(156,910	)	$	7.69
Expired or forfeited		(182,705	)	$	37.13
Outstanding at December 31, 2022		1,306,870		$	31.14		2.7	$	1,537,752
Granted		426,703		$	12.50
Exercised		(24,668	)	$	7.34
Expired or forfeited		(153,844	)	$	30.70
Outstanding, December 31, 2023		1,555,061		$	26.38		3.4	$	1,046,481
Exercisable, December 31, 2023		586,274		$	33.10		2.6	$	239,110

Schedule of Total Options Outstanding

The table below reflects information for the total options outstanding at December 31, 2023

Range of Exercise Prices	Number of Options		Weighted average remaining contractual life (years)		Weighted average exercise price
$4.20 to $10.00		108,044		4.3	$	8.02
$10.00 to $20.00		851,751		3.8	$	14.35
$20.00 to $40.00		247,284		2.7	$	33.91
$40.00 to $60.00		247,723		2.6	$	48.30
$60.00 to $96.70		100,259		2.7	$	75.54
Total		1,555,061		3.4	$	26.38

The table below reflects information for the vested options outstanding at December 31, 2023.

Range of Exercise Prices	Number of Options		Weighted average remaining contractual life (years)		Weighted average exercise price
$4.20 to $10.00		15,667		1.1	$	7.54
$10.00 to $20.00		222,707		2.9	$	14.34
$20.00 to $40.00		143,670		2.4	$	31.79
$40.00 to $60.00		138,776		2.5	$	49.36
$60.00 to $96.70		65,454		2.7	$	75.80
Total		586,274		2.6	$	33.58

Schedule of Company’s Non-Vested Options

A summary of the status of the Company’s non-vested options as of December 31, 2023, and changes during the year ended December 31, 2023, is presented below.

Nonvested Options	Options			Weighted average exercise price
Nonvested at January 1, 2022		1,056,187		$	30.51
Granted		426,703		$	12.50
Vested		(381,992	)	$	31.61
Forfeited		(132,111	)	$	52.07
Nonvested at December 31, 2023		968,787		$	22.03

Schedule of Restricted Stock Unit

The Company had the following restricted stock unit (“RSU”) activity during the years ended December 31, 2023 and 2022:

	Number of RSUs			Weighted average grant date fair value		Weighted average remaining contractual life (years)
Outstanding at January 1, 2022		399,738		$	52.99
Granted		467,043		$	25.69
Forfeited		(39,346	)	$	44.06
Shares issued		(29,945	)	$	59.41
Withheld and cancelled		(8,416	)	$	68.69
Outstanding at December 31, 2022		789,074		$	36.95		2.0
Granted		383,406		$	12.30
Forfeited		(244,923	)	$	58.18
Vested and issued		(141,859	)	$	31.38
Withheld and cancelled		(42,489	)	$	32.47
Outstanding at December 31, 2023		743,209		$	18.62		1.7

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Principles of Consolidation

Segment reporting

Reclassifications

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

Foreign Currency

Cash and Cash Equivalents

Investments

Fair Value of Financial Instruments

Level 1 – Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

Accounts Receivable and Allowance for Credit Losses

The changes in the allowance for credit losses in each of the years ended December 31, 2023 and 2022, were as follows:

	2023			2022
Balance at beginning of year	$	352,043		$	241,219
Bad debt expense		665,973			363,512
Write-offs		(778,844	)		(252,688	)
Balance at end of year	$	239,172		$	352,043

Property and Equipment

Leases

Operating lease expense is recognized on a straight-line basis over the lease term, while variable lease payments are expensed as incurred.

The short-term lease recognition exemption is applied for leases with terms at commencement of not greater than 12 months.

Intangible Assets

Goodwill

Goodwill represents the excess of the purchase price over the far value assigned to the net tangible and identifiable intangible assets of an acquired business.

Revenue Recognition

Disaggregation of Revenue

	2023		2022
Revenue recognized over time	$	63,527,477	$	55,437,418
Revenue recognized at a point in time		7,994,029		7,012,738
Total Revenue	$	71,521,506	$	62,450,156

Cost of Revenues

Income Taxes

Concentration of Credit Risks

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, 2023 and 2022.

Advertising Costs

Stock-based Compensation

	2023			2022
Expected dividend yield		0	%		0	%
Risk free interest rate		3.76% - 4.74	%		0.82% - 4.38	%
Expected option term		3.5 years			3.5 years
Turnover/forfeiture rate		0	%		0	%
Expected volatility		67% - 72	%		68% - 71	%
Weighted average grant date fair value	$	6.58		$	12.82

Loss Per Common and Common Equivalent Share

The computation of weighted average shares outstanding and the basic and diluted earnings per common share for the years ended December 31, 2023 and 2022 consisted of the following:

	Year ended December 31, 2023
	Net (Loss)			Shares		Per Share Amount
Basic EPS	$	(17,565,866	)		17,124,801	$	(1.03	)
Effect of dilutive securities		—			—		—
Diluted EPS	$	(17,565,866	)		17,124,801	$	(1.03	)

	Year ended December 31, 2022
	Net Income			Shares		Per Share Amount
Basic EPS	$	(11,438,440	)		17,783,992	$	(0.64	)
Effect of dilutive securities		—			—		—
Diluted EPS	$	(11,438,440	)		17,783,992	$	(0.64	)

Recently Issued Accounting Guidance

Not Yet Adopted

Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2023

Long-Term Debt [Abstract]

Schedule of Long Term Debt

Long-term debt consisted of the following at December 31, 2023 and 2022:

	2023			2022
Term loan, due in 2027	$	38,290,000		$	—
Less: current portion of long-term debt		(2,000,000	)		—
Less: unamortized issuance costs		(2,059,263	)		—
Long-term debt, net	$	34,230,737		$	—

Schedule of Maximum Leverage Ratio

A maximum leverage ratio, as defined in the Financing as follows:

Fiscal Quarter End		Leverage ratio
March 31, 2024		4.50 to 1.00
June 30, 2024		4.00 to 1.00
September 30, 2024		3.50 to 1.00
December 31, 2024		3.00 to 1.00
March 31, 2025		2.50 to 1.00
June 30, 2025		2.25 to 1.00
September 30, 2025, and thereafter		2.00 to 1.00

Schedule of Payments Due on the Loan

Payments due on the Loan in each of the next four years subsequent to December 31, 2023, are as follows:

For the year ending December 31,
2024	$	2,000,000
2025		2,000,000
2026		2,000,000
2027		32,290,000
	$	38,290,000

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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+ Details

Summary of Significant Accounting Policies (Details) - Schedule of Revenue is Earned from Life Sciences Companies - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Revenue is Earned from Life Sciences Companies [Abstract]
Revenue recognized over time	$ 63,527,477	$ 55,437,418
Revenue recognized at a point in time	7,994,029	7,012,738
Total Revenue	$ 71,521,506	$ 62,450,156

- Definition

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).

+ References

+ Details

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Schedule of Lease Cost

For the years ended December 31, 2023 and 2022, 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:

	2023		2022

Operating lease cost	$	95,765	$	100,771
Short-term lease cost (1)		38,850		75,784
Total lease cost	$	134,615	$	176,555

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

Schedule of Future Minimum Lease Payments

The table below presents the future minimum lease payments to be made under operating leases as of December 31, 2023:

For the year ending December 31,
2024	$	260,016
2025		178,082
2026		113,802
2027		65,866
2028		45,160
Total		662,926
Less: present value discount		69,863
Total lease liabilities	$	593,063

Organization and Nature of Business

12 Months Ended

Dec. 31, 2023

Organization and Nature of Business [Abstract]

ORGANIZATION AND NATURE OF BUSINESS

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

OptimizeRx is a digital 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 two million U.S. healthcare providers and millions of their patients through an intelligent technology platform embedded within a proprietary point-of-care network, as well as mass digital communications channels, OptimizeRx helps life sciences organizations engage and support their customers.

Consolidated Balance Sheets (Parentheticals) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Net of allowance for credit losses (in Dollars)	$ 239,172	$ 352,043
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	19,899,679	18,288,571
Treasury stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Treasury stock, purchased	1,741,397	1,214,398

Prepaid Expenses (Tables)

12 Months Ended

Dec. 31, 2023

Prepaid Expenses [Abstract]

Schedule of Prepaid Expenses

Prepaid expenses consisted of the following as of December 31, 2023 and 2022:

	2023		2022
Revenue share and exclusivity payments	$	1,495,127	$	1,025,000
Software		407,480		408,063
Insurance		369,504		221,580
Data		513,244		152,533
Other		404,113		473,652
Total prepaid expenses	$	3,189,468	$	2,280,828

Retirement Plan

12 Months Ended

Dec. 31, 2023

Retirement Plan [Abstract]

RETIREMENT PLAN

NOTE 17 – 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 $726,660 and $489,780 recorded in 2023 and 2022, respectively, for the Company’s contributions to the plan.

- Definition

The entire disclosure for retirement benefits.

+ References

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+ Details

Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Bad debt expense	$ 665,973	$ 363,512
Allowance for doubtful accounts	239,172	352,043	$ 241,219
Unbilled amounts of accounts receivable	4,198,312	3,582,735
Asset impairment charges	6,737,580
Net contract balance	$ 2,000,000	5,400,000
Percentage of realized upon ultimate settlement	50.00%
Cash balances for insured limits	$ 13,260,816	15,669,837
Other general and administrative expenses	$ 775,548	$ 743,975
Diluted loss per common share (in Shares)	31,727	93,626
Restricted stock (in Shares)	52,607	170,859
Restricted Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Restricted stock (in Shares)	84,334	264,485

Prepaid Expenses

12 Months Ended

Dec. 31, 2023

Prepaid Expenses [Abstract]

PREPAID EXPENSES

NOTE 5 – PREPAID EXPENSES

Prepaid expenses consisted of the following as of December 31, 2023 and 2022:

	2023		2022
Revenue share and exclusivity payments	$	1,495,127	$	1,025,000
Software		407,480		408,063
Insurance		369,504		221,580
Data		513,244		152,533
Other		404,113		473,652
Total prepaid expenses	$	3,189,468	$	2,280,828

Stockholders' Equity (Details) - USD ($)	12 Months Ended
Stockholders' Equity (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Mar. 12, 2024	Mar. 31, 2023
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
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, shares authorized	166,666,667	166,666,667
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Shares of common stock issued	24,668	156,910
Received proceeds (in Dollars)	$ 181,106	$ 1,205,881
Shares of common stock issued	42,489	8,416
Outstanding common stock (in Dollars)				$ 15,000,000
Repurchased stock (in Dollars)	$ 7,522,426	$ 20,024,258
Treasury stock, purchased		1,214,398
Common stock for a total (in Dollars)		$ 20,021,830
Repurchased shares		1,214,398
Commissions paid (in Dollars)		$ 20,024,258
Preferred Stock [Member]
Stockholders' Equity (Details) [Line Items]
Preferred stock, shares authorized	10,000,000
Preferred stock, par value (in Dollars per share)	$ 0.001
Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Common stock outstanding	18,158,282	17,074,173
Shares of common stock issued	141,859	29,945
Common stock valued (in Dollars)	$ 458,892	$ 132,400
Outstanding common stock (in Dollars)		$ 20,000,000
Treasury Stock [Member]
Stockholders' Equity (Details) [Line Items]
Repurchase of common stock	526,999
Forecast [Member] \| Common Stock [Member]
Stockholders' Equity (Details) [Line Items]
Outstanding common stock (in Dollars)			$ 15,000,000

Property and Equipment (Details) - Schedule of Owned Equipment Recorded at Cost - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property plant and equipment	$ 300,269	$ 268,967
Less accumulated depreciation	150,862	131,519
Property and equipment, net	149,407	137,448
Computer equipment [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment	266,370	230,467
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment	$ 33,899	$ 38,500

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets [Abstract]

GOODWILL AND INTANGIBLE ASSETS

NOTE 7 – GOODWILL AND INTANGIBLE ASSETS

Goodwill

Our goodwill is related to the acquisitions of Medicx Health in 2023, EvinceMed in 2022, RMDY Health, Inc. in 2019 and CareSpeak Communications in 2018. Goodwill is not amortizable for financial statement purposes.

The Company performed its annual goodwill impairment review in the fourth quarters of each of the years ended December 31, 2023 and 2022, and also performed an interim impairment review as of November 30, 2023, following the completion of the transaction with Mercalis, Inc., which is discussed below. In both cases it was determined that the fair value of the Company’s single reporting unit was greater than its carrying value.

The fair value of any reporting units, used in the annual assessments in 2023 and 2022, is classified as Level 3 measurements within the fair value hierarchy due to significant unobservable inputs such as discount rates, projections of revenue, cost of revenue and operating expense growth rates, long-term growth rates and income tax rates.

Changes in the carrying amount of goodwill on the consolidated balance sheet consist of the following:

Balance at January 1, 2022	$	14,740,031
Acquisitions		7,933,789
Impairments		—
Balance January 1, 2023	$	22,673,820
Acquisitions		56,993,258
Disposal of business		(1,310,004	)
Impairments		—
Balance December 31, 2023	$	78,357,074

During the year ended December 31, 2023, we entered into various agreements, including a Product License Agreement and Platform Assets Purchase Agreement, with Mercalis, Inc.(“Mercalis”), collectively the “Transaction”. Under the terms of the Transaction, Mercalis agreed to purchase certain customer contract assets and liabilities related to the Company’s Access and Patient Engagement technologies. In addition, Mercalis was granted a perpetual license to the Access products and a non-exclusive two-year term license to the Patient Engagement products. Total consideration due for the Transaction was $3,740,000 including $2,540,000 related to the Access products.

The Access products portion of the Transaction was deemed to be the disposal of a business for accounting purposes and accordingly the Company recorded a loss on disposal of $2,142,319 including the allocation of a portion of the Company’s goodwill balance of $1,310,004 and the net book value of the underlying technology assets of $3,327,844.

Intangible Assets

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

	December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net		Weighted Average Life Remaining
Patent rights	$	7,163,729	$	978,987	$	6,184,742		8.8
Technology assets		12,387,622		3,374,866		9,012,756		6.6
Other intangible assets
Tradename		134,000		—		134,000		10.7
Non-compete agreements		1,093,000		1,093,000		—		—
Customer relationships		34,923,000		858,916		34,064,084		14.6
Total Tradename and customer relationships		36,150,000		1,951,916		34,198,084
Total intangible assets	$	55,701,351	$	6,305,769	$	49,395,582

	December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net		Weighted Average Life Remaining
Patent rights	$	3,364,729	$	1,424,551	$	1,940,178		8.5
Technology assets		12,859,660		5,156,765		7,702,895		5.1
Other intangible assets
Tradename		3,586,000		776,966		2,809,034		11.7
Non-compete agreements		1,093,000		1,093,000		—		—
Customer relationships		923,000		352,196		570,804		7.4
Total other		5,602,000		2,222,162		3,379,838
Total intangible assets	$	21,826,389	$	8,803,478	$	13,022,911

During the year ended December 31, 2023, we recorded asset impairment charges of $6,737,580 relating to Technology assets patent rights and tradenames that were not considered to be core solutions on a go forward basis, resulting in lower projected revenues for these solutions, as well as the outcome of the disposal of the Access products discussed above.

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 years
Technology assets		3 – 10 years

The Company recorded amortization expense of $2,301,779 and $1,936,304 in the years ended December 31, 2023 and 2022, respectively. Expected future amortization expense of the intangibles assets as of December 31, 2023 is as follows:

Year ended December 31,
2024	$	4,202,841
2025		4,128,899
2026		4,079,117
2027		3,972,613
2028		3,724,330
Thereafter		29,287,782
Total	$	49,395,582

Prepaid Expenses (Details) - Schedule of Prepaid Expenses - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of prepaid expenses [Abstract]
Revenue share and exclusivity payments	$ 1,495,127	$ 1,025,000
Software	407,480	408,063
Insurance	369,504	221,580
Data	513,244	152,533
Other	404,113	473,652
Total prepaid expenses	$ 3,189,468	$ 2,280,828

Leases (Details) - Schedule of Future Minimum Lease Payments	Dec. 31, 2023 USD ($)
Schedule of Future Minimum Lease Payments [Abstract]
2024	$ 260,016
2025	178,082
2026	113,802
2027	65,866
2028	45,160
Total	662,926
Less: present value discount	69,863
Total lease liabilities	$ 593,063

Deferred Revenue (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred Revenue [Abstract]
Deferred revenue	$ 171,841	$ 164,309

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2023	Apr. 12, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Financial Statement Error Correction [Flag]	false
Entity Interactive Data Current	Yes
ICFR Auditor Attestation Flag	false
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Documents Incorporated by Reference [Text Block]	Certain portions of the registrant’s definitive proxy statement, in connection with its 2024 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission within 120 days after December 31, 2023, are incorporated by reference into PART III of this Annual Report on Form 10-K.
Entity Information [Line Items]
Entity Registrant Name	OptimizeRx Corporation
Entity Central Index Key	0001448431
Entity File Number	001-38543
Entity Tax Identification Number	26-1265381
Entity Incorporation, State or Country Code	NV
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Public Float			$ 235,326,034
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	260 Charles Street
Entity Address, Address Line Two	Suite 302
Entity Address, City or Town	Waltham
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02453
Entity Phone Fax Numbers [Line Items]
City Area Code	248
Local Phone Number	651-6568
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, par value $0.001
Trading Symbol	OPRX
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		18,183,914

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies [Abstract]

Schedule of Changes in the Allowance for Credit Losses

The changes in the allowance for credit losses in each of the years ended December 31, 2023 and 2022, were as follows:

	2023			2022
Balance at beginning of year	$	352,043		$	241,219
Bad debt expense		665,973			363,512
Write-offs		(778,844	)		(252,688	)
Balance at end of year	$	239,172		$	352,043

Schedule of Revenue is Earned from Life Sciences Companies

A break down is set forth in the table below

	2023		2022
Revenue recognized over time	$	63,527,477	$	55,437,418
Revenue recognized at a point in time		7,994,029		7,012,738
Total Revenue	$	71,521,506	$	62,450,156

Schedule of Pay Any Dividends in the Future

	2023			2022
Expected dividend yield		0	%		0	%
Risk free interest rate		3.76% - 4.74	%		0.82% - 4.38	%
Expected option term		3.5 years			3.5 years
Turnover/forfeiture rate		0	%		0	%
Expected volatility		67% - 72	%		68% - 71	%
Weighted average grant date fair value	$	6.58		$	12.82

Schedule of Weighted Average Shares Outstanding and the Basic and Diluted Earnings Per Common Share

The computation of weighted average shares outstanding and the basic and diluted earnings per common share for the years ended December 31, 2023 and 2022 consisted of the following:

	Year ended December 31, 2023
	Net (Loss)			Shares		Per Share Amount
Basic EPS	$	(17,565,866	)		17,124,801	$	(1.03	)
Effect of dilutive securities		—			—		—
Diluted EPS	$	(17,565,866	)		17,124,801	$	(1.03	)

	Year ended December 31, 2022
	Net Income			Shares		Per Share Amount
Basic EPS	$	(11,438,440	)		17,783,992	$	(0.64	)
Effect of dilutive securities		—			—		—
Diluted EPS	$	(11,438,440	)		17,783,992	$	(0.64	)

Deferred Revenue

12 Months Ended

Dec. 31, 2023

Deferred Revenue [Abstract]

DEFERRED REVENUE

NOTE 8 – 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 $171,841 and $164,309 as of December 31, 2023 and 2022, 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, 2023.

Balance January 1, 2023	$	164,309
Revenue recognized		(12,358,640	)
Amount collected		12,291,169
Amount acquired		75,003
Balance December 31, 2023	$	171,841

Following is a summary of activity in the deferred revenue account for the year ended December 31, 2022.

Balance January 1, 2022	$	1,389,907
Revenue recognized		(13,455,253	)
Amount collected		12,229,655
Balance December 31, 2022	$	164,309

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Summary of Significant Accounting Policies (Details) - Schedule of Changes in the Allowance for Credit Losses - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Changes in the Allowance for Credit Losses [Abstract]
Balance at beginning of year	$ 352,043	$ 241,219
Bad debt expense	665,973	363,512
Write-offs	(778,844)	(252,688)
Balance at end of year	$ 239,172	$ 352,043

Long-Term Debt (Details) - Schedule of Long Term Debt - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule Of Long Term Debt Abstract
Term loan, due in 2027	$ 38,290,000
Less: current portion of long-term debt	(2,000,000)
Less: unamortized issuance costs	(2,059,263)
Long-term debt, net	$ 34,230,737

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Goodwill and Intangible Assets (Details) - Schedule of Intangible Assets Included on the Consolidated Balance Sheets - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Intangible assets, Gross Carrying Amount	$ 55,701,351	$ 21,826,389
Accumulated Amortization	6,305,769	8,803,478
Intangible assets, Net	49,395,582	13,022,911
Patent rights [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, Gross Carrying Amount	7,163,729	3,364,729
Accumulated Amortization	978,987	1,424,551
Intangible assets, Net	$ 6,184,742	$ 1,940,178
Weighted Average Life Remaining	8 years 9 months 18 days	8 years 6 months
Technology Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, Gross Carrying Amount	$ 12,387,622	$ 12,859,660
Accumulated Amortization	3,374,866	5,156,765
Intangible assets, Net	$ 9,012,756	$ 7,702,895
Weighted Average Life Remaining	6 years 7 months 6 days	5 years 1 month 6 days
Tradename [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, Gross Carrying Amount	$ 134,000	$ 3,586,000
Accumulated Amortization		776,966
Intangible assets, Net	$ 134,000	$ 2,809,034
Weighted Average Life Remaining	10 years 8 months 12 days	11 years 8 months 12 days
Non-compete agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, Gross Carrying Amount	$ 1,093,000	$ 1,093,000
Accumulated Amortization	1,093,000	1,093,000
Intangible assets, Net
Weighted Average Life Remaining
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, Gross Carrying Amount	$ 34,923,000	$ 923,000
Accumulated Amortization	858,916	352,196
Intangible assets, Net	$ 34,064,084	$ 570,804
Weighted Average Life Remaining	14 years 7 months 6 days	7 years 4 months 24 days
Total other [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, Gross Carrying Amount	$ 36,150,000	$ 5,602,000
Accumulated Amortization	1,951,916	2,222,162
Intangible assets, Net	$ 34,198,084	$ 3,379,838

Acquisitions

12 Months Ended

Dec. 31, 2023

Acquisitions [Abstract]

ACQUISITIONS

NOTE 3 – ACQUISITIONS

On October 24, 2023, the Company acquired 100% of the issued and outstanding preferred and common stock of Healthy Offers, Inc., a Nevada corporation d/b/a Medicx Health. Medicx Health is a healthcare consumer-focused omnichannel marketing and analytics company. The acquisition of Medicx Health is expected to enhance and expand the Company’s technology offerings, providing additional opportunities for revenue growth.

The acquisition date fair value of consideration transferred was calculated as follows:

Net cash transferred	$	83,888,239
Fair value of common stock transferred		12,091,142
Fair value of consideration transferred	$	95,979,381

The goodwill balance reflects the benefits associated with future iterations of the technology platforms, new customer relationships anticipated as a result of the transaction and market participant synergies from economies of scale and is not deductible for tax purposes.

In addition, the Company is required to remit, upon collection from the appropriate authorities, approximately $1.0 million related to certain state and federal income tax receivables which were included on Medicx Health’s balance sheet at the date of acquisition. The Company has recorded $1.0 million in Taxes receivable, to reflect the receivables due to the Company and $1.0 million in Accrued expenses, to reflect the total amount due to the former stockholders of Medicx Health.

The following table summarizes the estimated fair value of assets acquired and liabilities assumed at the acquisition date:

Assets Acquired
Cash	$	940,974
Accounts receivable		6,028,048
Taxes receivable		1,035,754
Prepaid expenses and other		912,719
Property and equipment		33,476
Customer relationships intangible		34,000,000
Trademark and patent intangible		5,700,000
Technology intangibles		8,300,000
Operating lease right-of-use assets		145,075
Deposits		9,727
		57,105,773
Liabilities Assumed
Accounts payable		1,997,348
Accrued expenses		3,848,403
Lease liabilities		166,098
Deferred revenue		75,003
Deferred tax liabilities		12,032,798
		18,119,650
Net assets acquired		38,986,123
Goodwill		56,993,258

Fair value of consideration transferred	$	95,979,381

The Company used a third-party valuation specialist to value the intangible assets acquired. The identifiable intangibles are being amortized on a straight line basis over the following estimated useful lives:

Customer relationship intangible		15 years
Trademark and patent intangible		10 years
Technology intangibles		4 to 10 years

The Company recognized $4.3 million of acquisition related costs that were expensed in the current period. These costs are included in the consolidated statement of operations in the line item entitled “Other sales, general and administrative expenses.”

The results of operations of Medicx Health have been included in the consolidated statement of operations since the date of acquisition.

The amounts of revenue and net income of Medicx Health included in the Company’s consolidated statement of operations for the period from the acquisition date until December 31, 2023, are as follows:

Revenue		$	4,546,497
Net income			314,082

The following represents the pro-forma consolidated statement of operations as if Medicx Health had been included in the consolidated results of the Company for the full years ended December 31, 2023, and 2022:

	Year ended December 31, 2022
Pro-forma consolidated statement of operations	2023			2022
Revenue	$	97,066,241		$	90,521,236
Net loss		(18,616,303	)		(16,157,521	)

These amounts have been calculated after applying the Company’s accounting policies, adjusting Medicx Health results to reflect the additional amortization that would have been charged assuming the fair value adjustments to intangible assets had been applied on January 1, 2022, full year interest expense associated with the term loan and elimination of interest income on short-term investments that were used to fund the acquisition, one time transaction related items, including the amounts incurred by the Company, discussed above and $9.6 million in transaction related expenses incurred by Medicx Health.

On April 14, 2022, we completed the acquisition of substantially all of the assets of EvinceMed Corp., a privately held leading provider of delivering end-to-end automation for specialty pharmaceutical transactions. We completed the acquisition to expand the breadth of the solutions we offer our customers, particularly where specialty medications are involved, The acquisition included the full Market Access Management Platform for supporting pharma manufacturers, hub providers and pharmacies to improve patient access, speed to therapy and activation of affordability programs.

The consideration was comprised of $2.0 million in cash, the issuance of 240,741 shares of common stock valued at $9,374,455, and $708,334 of amounts previously paid. The total purchase price was $12,082,789. Of the 240,741 shares of common stock, 185,185 were issued at closing and 55,556 were issued but held back to secure potential adjustments to the purchase price that may result from the indemnification obligations of and the EvinceMed shareholder indemnitors. The holdback amount will be released twelve months from the closing, subject to any adjustments for the payment by EvinceMed and the shareholder indemnitors for its and their indemnification obligations. The purchase price was allocated to acquired technology totaling $4,149,000 with an estimated useful life of 8 years and the remaining $7,933,789 was allocated to goodwill. Goodwill represents the processes and synergies expected by integrating those processes with our own. The full amount of goodwill will be deductible for tax purposes using a 15 year life. The increase in goodwill for the period is fully accounted for by this acquisition. We determined pro forma data was immaterial for financial reporting purposes.

Acquisition costs of approximately $19,739 were expensed as incurred.

Income Taxes (Details) - Schedule of Net Deferred Tax - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets attributable to:
Net operating loss carryover	$ 4,864,000	$ 5,545,000
Stock compensation	3,744,000	3,953,000
Operating lease liability	115,000	63,000
Section 174 capitalized expenses	2,533,000	789,000
Fixed assets		126,000
Other	103,000	16,000
Deferred tax assets	11,720,000	10,492,000
Intangibles	(12,393,000)	(2,102,000)
Operating lease right-of-use assets	(110,000)	(63,000)
Goodwill		(106,000)
Other	(198,424)	(59,000)
Deferred tax liabilities	(12,701,424)	(2,330,000)
Net deferred tax (liability) asset	(981,424)	8,162,000
Valuation allowance	(3,356,000)	(8,162,000)
Net deferred tax liabilities	$ (4,337,424)

Major Customers and Vendors (Details) - Revenue Benchmark [Member] - Customer Concentration Risk [Member]	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Other Customer [Member]
Major Customers and Vendors (Details) [Line Items]
Risk percentage	10.00%	10.00%
Customer One [Member]
Major Customers and Vendors (Details) [Line Items]
Risk percentage	10.00%
Customer Two [Member] \| Maximum [Member]
Major Customers and Vendors (Details) [Line Items]
Risk percentage	28.30%
Two Entities [Member] \| Minimum [Member]
Major Customers and Vendors (Details) [Line Items]
Risk percentage	14.10%
One Agency [Member]
Major Customers and Vendors (Details) [Line Items]
Risk percentage		10.00%
Two Agencies [Member]
Major Customers and Vendors (Details) [Line Items]
Risk percentage		13.30%
Entity Two [Member]
Major Customers and Vendors (Details) [Line Items]
Risk percentage		10.80%
Key Partners [Member]
Major Customers and Vendors (Details) [Line Items]
Risk percentage		10.00%

Long-Term Debt

12 Months Ended

Dec. 31, 2023

Long-Term Debt [Abstract]

LONG-TERM DEBT

NOTE 12 – LONG-TERM DEBT

Long-term debt consisted of the following at December 31, 2023 and 2022:

	2023			2022
Term loan, due in 2027	$	38,290,000		$	—
Less: current portion of long-term debt		(2,000,000	)		—
Less: unamortized issuance costs		(2,059,263	)		—
Long-term debt, net	$	34,230,737		$	—

On October 11, 2023, the Company entered into a Financing Agreement (the “Financing”) which provided for a term loan (the “Term Loan”) of $40 million, the net proceeds of which were used to partially finance the Medicx Health transaction described in Note 3 “Acquisitions”. In connection with the Financing the Company incurred issuance costs of approximately $2.3 million, which were capitalized and are being amortized to interest expense over the life of the Term Loan. Amortization of debt issuance costs for the year ended December 31, 2023, was $210,737.

The Company’s obligations under the Financing are secured by all of the Company’s and its subsidiaries’ assets (including a pledge of all of the capital stock and equity interests of its subsidiaries).

The Term Loan is repayable in quarterly installments, beginning December 31, 2023, equivalent to 1.25% or $500,000, of the original principal amount, with the outstanding unpaid principal and all accrued but unpaid interest due and payable on the earlier of (i) the fourth anniversary of the closing date of the Term Loan or (ii) the date on which the Term Loan is declared due and payable pursuant to the terms of the Financing.

The Company may prepay, subject to an Applicable Premium, 3% if the prepayment is made on a date that is up to and including the first anniversary of closing, 2%, if the prepayment is made up to and including the second anniversary, 1% if the prepayment is made up to and including the third anniversary and zero thereafter, all or a portion of the Term Loan and, under certain circumstances, including certain asset disposals and the raising of indebtedness not permitted under the Financing is required to make mandatory prepayments of the principal balance. If the prepayment occurs within 12 months of the date of the loan, the Company is also required to pay lost interest from the prepayment date to one year from the loan funding date.

In addition, the Company is required to make a mandatory prepayment on March 31, of each year, commencing with 2025, equivalent to Excess Cash Flow multiplied by a percentage factor of 25%, if the leverage ratio is 3.60 to 1.00 or less, 50% if the leverage ratio is greater than 3.60 to 1 or less than or equal; to 4.10 to 1.00 and 75%, if the leverage ratio is greater than 4.10 to 1.00. Excess Cash Flow is defined in the Financing as Consolidated EBITDA for the previous fiscal year less scheduled principal and interest payments, capital expenditure, cash taxes and any cash expenses/gains added back to net income in the calculation of Consolidated EBITDA, adjusted for any increase/decrease in working capital during the fiscal year.

During the year ended December 31, 2023, the Company made total principal repayments of $1.7 million, including a mandatory prepayment of $1.2 million as a result of an asset sale completed during the year.

At the Company’s option the Term Loan, or any portion thereof bears interest at either:

The greater of (a) 4.00% per annum, (b) the Federal Funds Rate plus 0.50% per annum, (c) the one month Secured Funds Overnight Rate (“SOFR”), plus an adjustment of 26.161 basis point and 1.00% per annum, and (d) the rate last quoted by The Wall Street Journal as the “Prime Rate”, plus an Applicable Margin of 7.5%; or

Three-month SOFR plus an adjustment of 26.161 basis points and an Applicable Margin of 8.5%

As of December 31, 2023, the Loan bears interest at 14.1% per annum, with the effective interest rate for the year ended December 31, 2023, including the amortization of debt issuance costs and Applicable Premium and interest penalties of $181,895 associated with the prepayment during the year ended December 31, 2023, was 19.6%.

The Financing requires the Company to maintain the following financial covenants:

A maximum leverage ratio, as defined in the Financing as follows:

Fiscal Quarter End		Leverage ratio
March 31, 2024		4.50 to 1.00
June 30, 2024		4.00 to 1.00
September 30, 2024		3.50 to 1.00
December 31, 2024		3.00 to 1.00
March 31, 2025		2.50 to 1.00
June 30, 2025		2.25 to 1.00
September 30, 2025, and thereafter		2.00 to 1.00

Liquidity, as defined in the Financing, of at least $5.0 million.

The Company was in compliance with its financial covenants as of December 31, 2023, and received a waiver from its lender to extend the date for providing the Company's audited financial statements from March 31, 2024, to April 15, 2024.

The Financing contains customary events of default, which include, (subject to, in certain circumstances to grace and cure periods), non-payment of principal and interest, non-compliance with certain covenants, commencement of bankruptcy proceedings and a change in control.

Payments due on the Loan in each of the next four years subsequent to December 31, 2023, are as follows:

For the year ending December 31,
2024	$	2,000,000
2025		2,000,000
2026		2,000,000
2027		32,290,000
	$	38,290,000

Long-Term Debt (Details) - Schedule of Payments Due on the Loan - Long-Term Debt [Member]	Dec. 31, 2023 USD ($)
Long-Term Debt (Details) - Schedule of Payments Due on the Loan [Line Items]
2024	$ 2,000,000
2025	2,000,000
2026	2,000,000
2027	32,290,000
Total	$ 38,290,000

Stock Based Compensation

12 Months Ended

Dec. 31, 2023

Stock Based Compensation [Abstract]

STOCK BASED COMPENSATION

NOTE 11 – STOCK BASED COMPENSATION

The Company sponsors two stock-based incentive compensation plans.

The first plan is known as the 2013 Incentive Plan (the “2013 Plan”) and was established by the Board of Directors of the Company in June 2013. The 2013 Plan, as amended, authorized the issuance of 3,000,000 shares of Company common stock. The amended plan was approved by shareholders. A total of 345,435 shares of common stock underlying options and 111,628 shares of common stock underlying restricted stock unit awards were outstanding at December 31, 2023. In connection with the adoption of a new plan in 2021, the Company froze the 2013 Plan. At December 31, 2023, there were no shares available for grant under the 2013 Plan.

In 2021, the Company adopted a new plan known as the 2021 Equity Incentive Plan (“2021 Plan”). The plan was established by the Board of Directors and approved by shareholders in August 2021. A total of 2,500,000 shares are authorized for issuance under the 2021 Plan. A total of 1,209,626 shares of common stock underlying options and 631,581 shares of common stock underlying restricted stock unit awards were outstanding at December 31, 2023. At December 31, 2023, 276,844 shares were available for grant under the 2021 Plan.

The 2021 Plan allows the Company to grant incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based awards. Incentive stock options may only be granted to persons who are regular full-time employees of the Company at the date of the grant of the option. Non-qualified options may be granted to any person, including, but not limited to, directors, officers, employees and consultants, who the Company’s Board or Compensation Committee determines. The exercise price of options granted under the 2021 Plan must be equal to at least 100% of the fair market value of our common stock as of the date of the grant of the option. Options granted under the 2021 Plan are exercisable as determined by the Compensation Committee and specified in the applicable award agreement. In no event will an option be exercisable after ten years from the date of grant.

Stock Options

The compensation cost that has been charged against income related to options for the years ended December 31, 2023 and 2022, was $5,925,416 and $4,956,619, respectively. No income tax benefit was recognized in the consolidated statements of income and no compensation was capitalized in any of the years presented. During the year ended December 31, 2023, we granted certain performance based options, the expense for which will be recorded over time once the achievement of the performance is deemed probable. There was no expense related to these options recorded during the period. The fair value of these instruments was calculated using the Black-Scholes option pricing model.

During 2022, the Company granted certain performance based stock options, the expense for which will be recorded over time once the achievement of the performance is deemed probable. There was no expense related to these options recorded during the period.

The Company had the following option activity during the year ended December 31, 2023 and 2022:

	Number of Options			Weighted average exercise price		Weighted average remaining contractual life (years)		Aggregate intrinsic value $
Outstanding at January 1, 2022		783,547		$	34.17
Granted		862,938		$	25.43
Exercised		(156,910	)	$	7.69
Expired or forfeited		(182,705	)	$	37.13
Outstanding at December 31, 2022		1,306,870		$	31.14		2.7	$	1,537,752
Granted		426,703		$	12.50
Exercised		(24,668	)	$	7.34
Expired or forfeited		(153,844	)	$	30.70
Outstanding, December 31, 2023		1,555,061		$	26.38		3.4	$	1,046,481
Exercisable, December 31, 2023		586,274		$	33.10		2.6	$	239,110

The table below reflects information for the total options outstanding at December 31, 2023

Range of Exercise Prices	Number of Options		Weighted average remaining contractual life (years)		Weighted average exercise price
$4.20 to $10.00		108,044		4.3	$	8.02
$10.00 to $20.00		851,751		3.8	$	14.35
$20.00 to $40.00		247,284		2.7	$	33.91
$40.00 to $60.00		247,723		2.6	$	48.30
$60.00 to $96.70		100,259		2.7	$	75.54
Total		1,555,061		3.4	$	26.38

The table below reflects information for the vested options outstanding at December 31, 2023.

Range of Exercise Prices	Number of Options		Weighted average remaining contractual life (years)		Weighted average exercise price
$4.20 to $10.00		15,667		1.1	$	7.54
$10.00 to $20.00		222,707		2.9	$	14.34
$20.00 to $40.00		143,670		2.4	$	31.79
$40.00 to $60.00		138,776		2.5	$	49.36
$60.00 to $96.70		65,454		2.7	$	75.80
Total		586,274		2.6	$	33.58

A summary of the status of the Company’s non-vested options as of December 31, 2023, and changes during the year ended December 31, 2023, is presented below.

Nonvested Options	Options			Weighted average exercise price
Nonvested at January 1, 2022		1,056,187		$	30.51
Granted		426,703		$	12.50
Vested		(381,992	)	$	31.61
Forfeited		(132,111	)	$	52.07
Nonvested at December 31, 2023		968,787		$	22.03

There is $8,956,198 of expense remaining to be recognized over a period of approximately 1.77 years related to options outstanding at December 31, 2023.

Restricted Stock Units

The Company had the following restricted stock unit (“RSU”) activity during the years ended December 31, 2023 and 2022:

	Number of RSUs			Weighted average grant date fair value		Weighted average remaining contractual life (years)
Outstanding at January 1, 2022		399,738		$	52.99
Granted		467,043		$	25.69
Forfeited		(39,346	)	$	44.06
Shares issued		(29,945	)	$	59.41
Withheld and cancelled		(8,416	)	$	68.69
Outstanding at December 31, 2022		789,074		$	36.95		2.0
Granted		383,406		$	12.30
Forfeited		(244,923	)	$	58.18
Vested and issued		(141,859	)	$	31.38
Withheld and cancelled		(42,489	)	$	32.47
Outstanding at December 31, 2023		743,209		$	18.62		1.7

The Company granted restricted stock units of 383,406 and 467,043 units in 2023 and 2022, respectively, and valued at $4,714,564 and $11,996,111, respectively. These restricted stock units vest over a period of 1 year to 5 years. The Company recognized expense of $7,791,917 and $10,789,203 in 2023 and 2022, respectively, related to these restricted stock units. A total of $11,106,405 remains to be recognized at December 31, 2023 over a period of 1.95 years.

In the year ended December 31, 2023, certain participants utilized a net withhold settlement method, in which shares were surrendered to cover payroll withholding tax. Of the shares issued to participants during the year ended December 31, 2023 and 2022, respectively, 42,489 and 31,243 shares, valued at $458,892 and $100,290, were surrendered and subsequently cancelled.

During 2022, the Company granted certain performance based restricted stock units, the expense for which will be recorded over time once the achievement of the performance is deemed probable. There was no expense related to these restricted stock units recorded during the period.

Non-employee Directors Compensation

The director’s compensation program calls for the grant of restricted stock units with a one year vesting period. The Company granted 26,470 restricted stock units to its non-employee directors, valued at $750,130 in 2022. These restricted stock units vested in 2023. There were 50,305 restricted stock units, valued at $750,050 granted to the non-employee directors in 2023 that will vest in 2024, 12 months from the grant dates.

Equity Award Modification

On April 16, 2023, the Compensation Committee approved a grant to the CEO of 86,685 restricted stock units and 161,698 stock options with a grant date fair value of $2.5 million to vest over a three-year period. Concurrently, the CEO forfeited his October 2021 grant of 182,398 market-based restricted stock units. The forfeiture and accompanying grant are considered an equity modification according to ASC 718, Compensation-Stock Compensation. The additional compensation value created by the termination and issuance of new equity awarded, as measured using a Monte Carlo simulation, was approximately $1.9 million in total. Under ASC 718 this results in a non-cash expense in current and future periods to be recognized over a three-year period. These expense values are reflected and included in the option and restricted stock expense values discussed above.

Commitments and Contingent Liabilities (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)
Commitments and Contingent Liabilities [Abstract]
Future minimum payments	$ 24.7
Minimum payments due 2024	10.6
Minimum payments due 2025	8.3
Minimum payments due 2026	3.3
Minimum payments due 2027	2.4
Minimum payments due 2028	$ 0.1

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current Assets
Cash and cash equivalents	$ 13,852,456	$ 18,208,685
Short-term investments		55,931,821
Accounts receivable, net of allowance for credit losses of $239,172 and $352,043 at December 31, 2023 and 2022, respectively	36,253,214	22,155,301
Taxes receivable	1,035,754
Prepaid expenses and other	3,189,468	2,280,828
Total Current Assets	54,330,892	98,576,635
Property and equipment, net	149,407	137,448
Other Assets
Goodwill	78,357,074	22,673,820
Patent rights, net	6,184,742	1,940,178
Technology assets, net	9,012,756	7,702,895
Tradename and customer relationships, net	34,198,084	3,379,838
Operating lease right-of-use assets	572,895	235,320
Security deposits and other assets	568,048	5,051
Total Other Assets	128,893,599	35,937,102
TOTAL ASSETS	183,373,898	134,651,185
Current Liabilities
Current portion of long-term debt	2,000,000
Accounts payable – trade	2,227,177	1,549,979
Accrued expenses	7,754,781	2,601,246
Revenue share payable	5,505,701	3,990,440
Current portion of lease liabilities	221,625	89,902
Deferred revenue	171,841	164,309
Total Current Liabilities	17,881,125	8,395,876
Non-current Liabilities
Long-term debt, net	34,230,737
Lease liabilities, net of current portion	371,438	144,532
Deferred tax liabilities, net	4,337,424
Total Liabilities	56,820,724	8,540,408
Commitments and contingencies (See Note 16)
Stockholders’ Equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding at December 31, 2023 and 2022, respectively
Common stock, $0.001 par value, 166,666,667 shares authorized, 19,899,679 and 18,288,571 shares issued at December 31, 2023 and 2022, respectively	19,899	18,289
Treasury stock, $0.001 par value,1,741,397 and 1,214,398 purchased at December 31, 2023 and 2022, respectively	(1,741)	(1,214)
Additional paid-in-capital	190,792,980	172,785,800
Accumulated deficit	(64,257,964)	(46,692,098)
Total Stockholders’ Equity	126,553,174	126,110,777
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 183,373,898	$ 134,651,185

Leases (Details) - Schedule of Lease Cost - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Schedule Of Lease Cost Abstract

Operating lease cost

$ 95,765

$ 100,771

Short-term lease cost

^[1]

38,850

75,784

Total lease cost

$ 134,615

$ 176,555

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

Income Taxes (Details) - USD ($)	12 Months Ended
Income Taxes (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Taxes [Abstract]
Operating loss expire, description	As of December 31, 2023, the Company had net operating loss (“NOLs”) carry-forwards for federal income tax purposes of approximately $16.7 million, consisting of pre-2018 losses in the amount of approximately $3.3 million that expire from 2033 through 2037, and post-2017 losses in the amount of approximately $13.4 million that will never expire.
Effective rate of tax expected	21.00%	21.00%
Valuation allowance decreased (in Dollars)	$ 4,806,000

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2023

Acquisitions [Abstract]

Schedule of Acquisition Date Fair Value of Consideration Transferred

The acquisition date fair value of consideration transferred was calculated as follows:

Net cash transferred	$	83,888,239
Fair value of common stock transferred		12,091,142
Fair value of consideration transferred	$	95,979,381

Schedule of Estimated Fair Value of Assets Acquired and Liabilities

The following table summarizes the estimated fair value of assets acquired and liabilities assumed at the acquisition date:

Assets Acquired
Cash	$	940,974
Accounts receivable		6,028,048
Taxes receivable		1,035,754
Prepaid expenses and other		912,719
Property and equipment		33,476
Customer relationships intangible		34,000,000
Trademark and patent intangible		5,700,000
Technology intangibles		8,300,000
Operating lease right-of-use assets		145,075
Deposits		9,727
		57,105,773
Liabilities Assumed
Accounts payable		1,997,348
Accrued expenses		3,848,403
Lease liabilities		166,098
Deferred revenue		75,003
Deferred tax liabilities		12,032,798
		18,119,650
Net assets acquired		38,986,123
Goodwill		56,993,258

Fair value of consideration transferred	$	95,979,381

Schedule of Identifiable Intangibles are Being Amortized on a Straight Line Basis

The identifiable intangibles are being amortized on a straight line basis over the following estimated useful lives:

Customer relationship intangible		15 years
Trademark and patent intangible		10 years
Technology intangibles		4 to 10 years

Schedule of Pro-Forma Consolidated Statement of Operations as if Medicx Health

Revenue		$	4,546,497
Net income			314,082

Schedule of Pro-Forma Consolidated Statement of Operations

	Year ended December 31, 2022
Pro-forma consolidated statement of operations	2023			2022
Revenue	$	97,066,241		$	90,521,236
Net loss		(18,616,303	)		(16,157,521	)

Major Customers and Vendors (Tables)

12 Months Ended

Dec. 31, 2023

Major Customers and Vendors [Abstract]

Schedule of Customers Accounted Percentage of Revenue

The Company had the following customers that accounted for 10% or greater of revenue in either 2023 or 2022. No other customers accounted for more than 10% of revenue in either year presented.

	2023				2022
	$		%		$		%
Customer A		5,825,151		8.1		6,817,682		10.9
Customer B		10,275,210		14.4		3,876,580		6.2

	2023				2022
	$		%		$		%
Partner A		26,035,135		36.4		19,882,511		31.8
Partner B		13,955,426		19.5		12,494,227		20.0
Partner C		6,498,694		9.1		6,578,661		10.5

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

LEASES

NOTE 13 – 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 had operating leases with terms greater than 12 months for office space in four multi-tenant facilities, which are recorded as ROU assets and Operating lease liabilities.

	2023		2022

Operating lease cost	$	95,765	$	100,771
Short-term lease cost (1)		38,850		75,784
Total lease cost	$	134,615	$	176,555

(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, 2023:

For the year ending December 31,
2024	$	260,016
2025		178,082
2026		113,802
2027		65,866
2028		45,160
Total		662,926
Less: present value discount		69,863
Total lease liabilities	$	593,063

The weighted average remaining lease term for operating leases is 3.17 and the weighted average discount rate used in calculating the operating lease asset and liability is 6.7%. Cash paid for amounts included in the measurement of lease liabilities was $78,875. For the year ended December 31, 2023, payments on lease obligations were $91,228 and amortization on the right of use assets was $94,564. For the year ended December 31, 2022, payments on lease obligations were $101,405 and amortization on the right of use assets was $101,433.

Leases (Details) - USD ($)	12 Months Ended
Leases (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Weighted average remaining lease term	3 years 2 months 1 day
Weighted average discount rate	6.70%
Cash paid	$ 78,875
Payments on lease obligations	91,228	$ 101,405
Amortization on right of use assets	$ 94,564
Amortization on the right of use assets		$ 101,433

Acquisitions (Details) - Schedule of Revenue and Net Income of Medicx Health Included in the Company’s Consolidated Statement of Operations - Medicx Health [Member]	12 Months Ended
	Dec. 31, 2023 USD ($)
Condensed Income Statements, Captions [Line Items]
Revenue	$ 4,546,497
Net income	$ 314,082

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Related Party Transactions

12 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

NOTE 9 – 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 Chief Executive Officer (“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, 2023.

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 years ended December 31, 2023 and 2022, we have recognized $335,897 and $401,972, respectively, in revenue from contracts engaged 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.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

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+ Details

Related Party Transactions (Details) - USD ($)	12 Months Ended
Related Party Transactions (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Related Party Transactions [Abstract]
Common stock option	$ 930,000
Revenue amount	$ 335,897	$ 401,972

Deferred Revenue (Details) - Schedule of Deferred Revenue - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Deferred Revenue [Abstract]
Balance	$ 164,309	$ 1,389,907
Revenue recognized	(12,358,640)	(13,455,253)
Amount collected	12,291,169	12,229,655
Amount acquired	75,003
Balance	$ 171,841	$ 164,309

Stock Based Compensation (Details) - USD ($)		12 Months Ended
Stock Based Compensation (Details) - USD ($)	Apr. 16, 2023	Dec. 31, 2023	Dec. 31, 2022	Oct. 31, 2021
Stock Based Compensation (Details) [Line Items]
Authorized shares		3,000,000
Shares of common stock options		345,435
Common stock options		1,209,626
Common stock underlying restricted stock unit		631,581
Grant shares		276,844
Fair market value rate		100.00%
Expense remaining to be recognized related to unvested options (in Dollars)		$ 8,956,198
Expense remaining over a period		1 year 9 months 7 days
Granted restricted stock description		The Company granted restricted stock units of 383,406 and 467,043 units in 2023 and 2022, respectively, and valued at $4,714,564 and $11,996,111, respectively. These restricted stock units vest over a period of 1 year to 5 years. The Company recognized expense of $7,791,917 and $10,789,203 in 2023 and 2022, respectively, related to these restricted stock units.
Restricted stock granted remains value (in Dollars)		$ 11,106,405
Remains to be recognized over period		1 year 11 months 12 days
Non-employee directors, valued (in Dollars)			$ 750,130
Restricted stock units		50,305
Total value of vest (in Dollars)		$ 750,050
Restricted stock units	161,698
Grant date fair value (in Dollars)	$ 2,500,000
Market Based Restricted Stock Units				182,398
Simulation amount (in Dollars)		$ 1,900,000
2021 Plan [Member]
Stock Based Compensation (Details) [Line Items]
Shares are authorized issuance		2,500,000
Restricted Stock Units [Member]
Stock Based Compensation (Details) [Line Items]
Common stock outstanding		111,628
Options exercised shares		42,489	31,243
Options exercised value (in Dollars)		$ 458,892	$ 100,290
Restricted stock units granted		26,470
Restricted stock units	86,685
Stock Options [Member]
Stock Based Compensation (Details) [Line Items]
Stock compensation recognized expense (in Dollars)		$ 5,925,416	$ 4,956,619

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (17,565,866)	$ (11,438,440)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Goodwill and Intangible Assets (Details) - Schedule of Future Amortization Expenses of Intangibles Assets	Dec. 31, 2023 USD ($)
Schedule of Future Amortization Expenses of Intangibles Assets [Abstract]
2024	$ 4,202,841
2025	4,128,899
2026	4,079,117
2027	3,972,613
2028	3,724,330
Thereafter	29,287,782
Total	$ 49,395,582

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Auditor [Table]
Auditor Name	UHY LLP
Auditor Firm ID	1195
Auditor Location	Sterling Heights, Michigan

Acquisitions (Details) - Schedule of Pro-Forma Consolidated Statement of Operations - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Pro-Forma Consolidated Statement of Operations [Abstract]
Revenue	$ 97,066,241	$ 90,521,236
Net loss	$ (18,616,303)	$ (16,157,521)

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Taxes [Abstract]

INCOME TAXES

NOTE 15 – INCOME TAXES

As of December 31, 2023, the Company had net operating loss (“NOLs”) carry-forwards for federal income tax purposes of approximately $16.7 million, consisting of pre-2018 losses in the amount of approximately $3.3 million that expire from 2033 through 2037, and post-2017 losses in the amount of approximately $13.4 million that will never expire. These net operating losses are available to offset future taxable income. The Company was formed in 2008 as a Nevada Corporation. 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, 2023 and 2022:

	2023			2022
Federal income tax benefit (expense) attributable to:
Current operations	$	5,284,000		$	2,402,000
State tax effect, net of federal benefit		569,000			545,000
Option exercise benefits (expenses), net of Section 162M limitations		(3,100,000	)		(268,000	)
Transaction costs		(360,000	)		—
Other adjustments		44,922			221,000
Valuation allowance		5,160,000			(2,900,000	)
Income tax benefit	$	7,597,922		$	—

	2023			2022

Current tax benefit (expense) - Federal	$	—		$	—
Current tax benefit (expense) - State		(97,452	)		—
Total current (expense)		(97,452	)		—
Deferred tax benefit (expense) - Federal		6,488,661			—
Deferred tax benefit (expense) - State		1,206,713			—
Total deferred benefit		7,695,374			—
Total tax benefit on loss	$	7,597,922		$	—

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, 2023 and 2022:

	2023			2022
Deferred tax assets attributable to:
Net operating loss carryover	$	4,864,000		$	5,545,000
Stock compensation		3,744,000			3,953,000
Operating lease liability		115,000			63,000
Section 174 capitalized expenses		2,533,000			789,000
Fixed assets		—			126,000
Other		103,000			16,000
Deferred tax assets	$	11,720,000		$	10,492,000

Deferred tax liabilities attributable to:
Intangibles	$	(12,393,000	)	$	(2,102,000	)
Operating lease right-of-use assets		(110,000	)		(63,000	)
Goodwill		—			(106,000	)
Other		(198,424	)		(59,000	)
Deferred tax liabilities		(12,701,424	)		(2,330,000	)
Net deferred tax (liability) asset	$	(981,424	)	$	8,162,000
Valuation allowance		(3,356,000	)		(8,162,000	)
Net deferred tax liabilities	$	(4,337,424	)	$	—

The valuation allowance decreased $4,806,000, during the year ended December 31, 2023, as we determined that a portion of the deferred tax assets associated with historical NOL's were realizable. 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 2020 to 2023 remain open for potential audit by the Internal Revenue Service. There are no uncertain tax positions as of December 31, 2022 or December 31, 2023, 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. The Company had an ownership change as described in IRC Section 382 on March 18, 2014. The Company NOL’s generated up until March 18, 2014, have been fully released.

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Acquisitions (Details) - USD ($)			12 Months Ended
Acquisitions (Details) - USD ($)	Oct. 24, 2023	Apr. 14, 2022	Dec. 31, 2023	Dec. 31, 2022
Acquisitions [Line Items]
Company acquired rate	100.00%
State and federal income tax receivables			$ 1,000,000
Taxes receivable			1,000,000
Accrued expenses			1,000,000
Acquisition related costs			(360,000)
Cash			83,888,239
Issuance of shares of common stock (in Shares)		240,741
Common stock value		$ 9,374,455
Previously paid amount			12,091,142
Purchase price		$ 12,082,789
Total shares issued (in Shares)		185,185
Estimated useful life		8 years
Goodwill		$ 7,933,789	56,993,258
Goodwill deductible tax life		15 years
Acquisition costs		$ 19,739
Acquisitions [Member]
Acquisitions [Line Items]
Acquisition related costs			4,300,000
Cash		2,000,000
Previously paid amount		708,334
Purchase price		$ 4,149,000
EvinceMed [Member]
Acquisitions [Line Items]
Issuance of shares of common stock (in Shares)		240,741
Shares issued (in Shares)		55,556
Medicx Health [Member]
Acquisitions [Line Items]
Transaction related expenses			$ 9,600,000

Long-Term Debt (Details) - Schedule of Maximum Leverage Ratio	12 Months Ended
	Dec. 31, 2023
Maximum [Member] \| March 31, 2024 [Member]
Long-Term Debt (Details) - Schedule of Maximum Leverage Ratio [Line Items]
Leverage ratio	4.5
Maximum [Member] \| June 30, 2024 [Member]
Long-Term Debt (Details) - Schedule of Maximum Leverage Ratio [Line Items]
Leverage ratio	4
Maximum [Member] \| September 30, 2024 [Member]
Long-Term Debt (Details) - Schedule of Maximum Leverage Ratio [Line Items]
Leverage ratio	3.5
Maximum [Member] \| December 31, 2024 [Member]
Long-Term Debt (Details) - Schedule of Maximum Leverage Ratio [Line Items]
Leverage ratio	3
Maximum [Member] \| March 31, 2025 [Member]
Long-Term Debt (Details) - Schedule of Maximum Leverage Ratio [Line Items]
Leverage ratio	2.5
Maximum [Member] \| June 30, 2025 [Member]
Long-Term Debt (Details) - Schedule of Maximum Leverage Ratio [Line Items]
Leverage ratio	2.25
Maximum [Member] \| September 30, 2025, and thereafter [Member]
Long-Term Debt (Details) - Schedule of Maximum Leverage Ratio [Line Items]
Leverage ratio	2
Minimum [Member] \| March 31, 2024 [Member]
Long-Term Debt (Details) - Schedule of Maximum Leverage Ratio [Line Items]
Leverage ratio	1
Minimum [Member] \| June 30, 2024 [Member]
Long-Term Debt (Details) - Schedule of Maximum Leverage Ratio [Line Items]
Leverage ratio	1
Minimum [Member] \| September 30, 2024 [Member]
Long-Term Debt (Details) - Schedule of Maximum Leverage Ratio [Line Items]
Leverage ratio	1
Minimum [Member] \| December 31, 2024 [Member]
Long-Term Debt (Details) - Schedule of Maximum Leverage Ratio [Line Items]
Leverage ratio	1
Minimum [Member] \| March 31, 2025 [Member]
Long-Term Debt (Details) - Schedule of Maximum Leverage Ratio [Line Items]
Leverage ratio	1
Minimum [Member] \| June 30, 2025 [Member]
Long-Term Debt (Details) - Schedule of Maximum Leverage Ratio [Line Items]
Leverage ratio	1
Minimum [Member] \| September 30, 2025, and thereafter [Member]
Long-Term Debt (Details) - Schedule of Maximum Leverage Ratio [Line Items]
Leverage ratio	1

Stock Based Compensation (Details) - Schedule of Total Options Outstanding	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Equity Option [Member] \| Exercise Price Range One [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of Options (in Shares) \| shares	108,044
Weighted average remaining contractual life (years)	4 years 3 months 18 days
Weighted average exercise price	$ 8.02
Equity Option [Member] \| Exercise Price Range Two [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of Options (in Shares) \| shares	851,751
Weighted average remaining contractual life (years)	3 years 9 months 18 days
Weighted average exercise price	$ 14.35
Equity Option [Member] \| Exercise Price Range Three [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of Options (in Shares) \| shares	247,284
Weighted average remaining contractual life (years)	2 years 8 months 12 days
Weighted average exercise price	$ 33.91
Equity Option [Member] \| Exercise Price Range Four [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of Options (in Shares) \| shares	247,723
Weighted average remaining contractual life (years)	2 years 7 months 6 days
Weighted average exercise price	$ 48.3
Equity Option [Member] \| Exercise Price Range Five [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of Options (in Shares) \| shares	100,259
Weighted average remaining contractual life (years)	2 years 8 months 12 days
Weighted average exercise price	$ 75.54
Equity Option [Member] \| Exercise Price Range [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of Options (in Shares) \| shares	1,555,061
Weighted average remaining contractual life (years)	3 years 4 months 24 days
Weighted average exercise price	$ 26.38
Equity Option [Member] \| Minimum [Member] \| Exercise Price Range One [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices	4.2
Equity Option [Member] \| Minimum [Member] \| Exercise Price Range Two [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices	10
Equity Option [Member] \| Minimum [Member] \| Exercise Price Range Three [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices	20
Equity Option [Member] \| Minimum [Member] \| Exercise Price Range Four [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices	40
Equity Option [Member] \| Minimum [Member] \| Exercise Price Range Five [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices	60
Equity Option [Member] \| Maximum [Member] \| Exercise Price Range One [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices	10
Equity Option [Member] \| Maximum [Member] \| Exercise Price Range Two [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices	20
Equity Option [Member] \| Maximum [Member] \| Exercise Price Range Three [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices	40
Equity Option [Member] \| Maximum [Member] \| Exercise Price Range Four [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices	60
Equity Option [Member] \| Maximum [Member] \| Exercise Price Range Five [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices	$ 96.7
Vested Options Outstanding [Member] \| Exercise Price Range One [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of Options (in Shares) \| shares	15,667
Weighted average remaining contractual life (years)	1 year 1 month 6 days
Weighted average exercise price	$ 7.54
Vested Options Outstanding [Member] \| Exercise Price Range Two [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of Options (in Shares) \| shares	222,707
Weighted average remaining contractual life (years)	2 years 10 months 24 days
Weighted average exercise price	$ 14.34
Vested Options Outstanding [Member] \| Exercise Price Range Three [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of Options (in Shares) \| shares	143,670
Weighted average remaining contractual life (years)	2 years 4 months 24 days
Weighted average exercise price	$ 31.79
Vested Options Outstanding [Member] \| Exercise Price Range Four [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of Options (in Shares) \| shares	138,776
Weighted average remaining contractual life (years)	2 years 6 months
Weighted average exercise price	$ 49.36
Vested Options Outstanding [Member] \| Exercise Price Range Five [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of Options (in Shares) \| shares	65,454
Weighted average remaining contractual life (years)	2 years 8 months 12 days
Weighted average exercise price	$ 75.8
Vested Options Outstanding [Member] \| Exercise Price Range [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of Options (in Shares) \| shares	586,274
Weighted average remaining contractual life (years)	2 years 7 months 6 days
Weighted average exercise price	$ 33.58
Vested Options Outstanding [Member] \| Minimum [Member] \| Exercise Price Range One [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices	4.2
Vested Options Outstanding [Member] \| Minimum [Member] \| Exercise Price Range Two [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices	10
Vested Options Outstanding [Member] \| Minimum [Member] \| Exercise Price Range Three [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices	20
Vested Options Outstanding [Member] \| Minimum [Member] \| Exercise Price Range Four [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices	40
Vested Options Outstanding [Member] \| Minimum [Member] \| Exercise Price Range Five [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices	60
Vested Options Outstanding [Member] \| Maximum [Member] \| Exercise Price Range One [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices	10
Vested Options Outstanding [Member] \| Maximum [Member] \| Exercise Price Range Two [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices	20
Vested Options Outstanding [Member] \| Maximum [Member] \| Exercise Price Range Three [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices	40
Vested Options Outstanding [Member] \| Maximum [Member] \| Exercise Price Range Four [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices	60
Vested Options Outstanding [Member] \| Maximum [Member] \| Exercise Price Range Five [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of Exercise Prices	$ 96.7