0001213900-25-025576 | 10-K | XBRL Viewer

Stock Based Compensation - Schedule of Company’s Non-Vested Options (Details)	12 Months Ended
	Dec. 31, 2024 $ / shares shares
Schedule of Company’s Non-Vested Options [Abstract]
Options, Nonvested at beginning balance \| shares	968,787
Weighted average exercise price, Nonvested at beginning balance \| $ / shares	$ 22.03
Options, Granted \| shares	716,297
Weighted average exercise price, Granted \| $ / shares	$ 5.56
Options, Vested \| shares	(417,740)
Weighted average exercise price, Vested \| $ / shares	$ 13.46
Options, Forfeited \| shares	(234,981)
Weighted average exercise price, Forfeited \| $ / shares	$ 21.8
Options, Nonvested at ending balance \| shares	1,032,363
Weighted average exercise price, Nonvested at ending balance \| $ / shares	$ 8.69

Long-Term Debt - Schedule of Payments Due to Term Loan (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Schedule of Payments Due to Term Loan [Abstract]
2025	$ 2,000
2026	2,000
2027	30,290
Total	$ 34,290	$ 38,290

- Definition

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

+ References + Details

Property and Equipment - Schedule of Owned Equipment Recorded at Cost (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Schedule of Owned Equipment Recorded at Cost [Line Items]
Property plant and equipment	$ 408	$ 300
Less accumulated depreciation	258	151
Property and equipment, net	150	149
Computer equipment [Member]
Schedule of Owned Equipment Recorded at Cost [Line Items]
Property plant and equipment	354	266
Furniture and fixtures [Member]
Schedule of Owned Equipment Recorded at Cost [Line Items]
Property plant and equipment	$ 54	$ 34

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Income Statement [Abstract]
Net revenue	$ 92,127	$ 71,522
Cost of revenues, exclusive of depreciation and amortization presented separately below	32,749	28,622
Gross profit	59,378	42,900
Operating Expenses
Stock-based compensation	11,467	13,717
Loss on disposal of a business		2,142
Impairment charges	7,489	6,738
Depreciation and amortization	4,329	2,402
Other sales, general and administrative expenses	49,799	44,303
Total operating expenses	73,084	69,302
Loss from operations	(13,706)	(26,402)
Other income (expense)
Interest expense	(6,160)	(1,454)
Other income	152	500
Interest income	329	2,192
Total other income (expense), net	(5,679)	1,238
Loss before provision for income taxes	(19,385)	(25,164)
Income tax (expense) benefit	(725)	7,598
Net loss	$ (20,110)	$ (17,566)
Weighted average number of shares outstanding – basic (in Shares)	18,292,935	17,124,801
Weighted average number of shares outstanding – diluted (in Shares)	18,292,935	17,124,801
Loss per share – basic (in Dollars per share)	$ (1.1)	$ (1.03)
Loss per share – diluted (in Dollars per share)	$ (1.1)	$ (1.03)

Commitments and Contingent Liabilities

12 Months Ended

Dec. 31, 2024

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 channel partners to acquire minimum amounts of media, data or messaging capabilities. As of December 31, 2024, the Company had commitments with channel partners for future minimum payments of $19,737 that will be reflected in cost of revenues during the years from 2025 through 2029. Minimum payments are due in 2025, 2026 and 2027 in the amounts of $14,396, $3,716 and $1,625, respectively.

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets [Abstract]

Schedule of Carrying Amount of Goodwill on the Consolidated Balance Sheet

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

Balance January 1, 2023	$	22,674
Acquisitions		56,993
Disposal of business		(1,310	)
Impairments		—
Balance January 1, 2024	$	78,357
Acquisitions		—
Impairments		(7,488	)
Balance December 31, 2024	$	70,869

Schedule of Intangible Assets

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

	December 31, 2024
	Gross Carrying Amount		Accumulated Amortization		Net		Weighted Average Life Remaining
Patent rights	$	7,164	$	1,647	$	5,517		7.7
Technology assets		9,711		1,531		8,180		7.5
Other intangible assets
Tradename		134		12		122		9.7
Non-compete agreements		1,093		1,093		—		—
Customer relationships		34,923		3,226		31,697		13.6
Total other		36,150		4,331		31,819
Total intangible assets	$	53,025	$	7,509	$	45,516

	December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net		Weighted Average Life Remaining
Patent rights	$	7,164	$	979	$	6,185		8.8
Technology assets		12,388		3,375		9,013		6.6
Other intangible assets
Tradename		134		—		134		10.7
Non-compete agreements		1,093		1,093		—		—
Customer relationships		34,923		859		34,064		14.6
Total other		36,150		1,952		34,198
Total intangible assets	$	55,702	$	6,306	$	49,396

Schedule of Estimated Useful Lives

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 Expected Future Amortization Expense of the Intangibles Assets

The Company recorded amortization expense of $4,218 and $2,302 in the years ended December 31, 2024 and 2023, respectively. Expected future amortization expense of the intangibles assets as of December 31, 2024 is as follows:

Year ended December 31,
2025	$	4,258
2026		4,203
2027		3,906
2028		3,787
2029		3,787
Thereafter		25,575
Total	$	45,516

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

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+ Details

Major Customers and Vendors (Details) - Customer Concentration Risk [Member] - Accounts Receivable [Member]	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Customer One [Member]
Major Customers and Vendors [Line Items]
Risk percentage	32.00%	28.30%
Customer Two [Member]
Major Customers and Vendors [Line Items]
Risk percentage	21.10%	14.10%
Customer Three [Member]
Major Customers and Vendors [Line Items]
Risk percentage	11.20%

Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2024

Long-Term Debt [Abstract]

Schedule of Long-term Debt, Net

Long-term debt consisted of the following at December 31, 2024 and 2023:

	2024			2023
Term loan, due in 2027	$	34,290		$	38,290
Less: current portion of long-term debt		(2,000	)		(2,000	)
Less: unamortized issuance costs		(1,474	)		(2,059	)
Long-term debt, net	$	30,816		$	34,231

Schedule of Payments Due to Term Loan

Payments due on the Term Loan in each of the next three years subsequent to December 31, 2024, are as follows:

For the year ending December 31,
2025		2,000
2026		2,000
2027		30,290
	$	34,290

- 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.

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+ Details

Commitments and Contingent Liabilities (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Commitments and Contingent Liabilities [Abstract]
Future minimum payments	$ 19,737
Minimum payments are due, one year	14,396
Minimum payments are due, two year	3,716
Minimum payments are due, three year	$ 1,625

Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($)
Summary of Significant Accounting Policies [Line Items]
Number of reportable segment	1
Money market funds	$ 8,300
Bad debt expense	208	666
Allowance for credit losses	335	239	$ 352
Unbilled accounts receivable	$ 3,241	6,077
Short-term lease term	12 months
Impairment charges	$ 7,489	6,738
Net contract balance	4,300	2,000
Revenue recognized	$ (18,204)	(12,359)
Revenues distribution, percentage	10.00%
Revenue distribution per value (in Dollars per share) \| $ / shares	$ 0.37
Percentage of realized upon ultimate settlement	50.00%
Cash balances for insured limits	$ 12,973	13,261
Advertising costs	$ 1,049	$ 776
Diluted loss per common share (in Shares) \| shares	212,798	31,727
HCP Marketing Business [Member]
Summary of Significant Accounting Policies [Line Items]
Revenue recognized	$ 10,999	$ 3,471
Computer Equipment [Member]
Summary of Significant Accounting Policies [Line Items]
Estimated useful lives	3 years
Minimum [Member] \| Office Equipment [Member]
Summary of Significant Accounting Policies [Line Items]
Estimated useful lives	3 years
Maximum [Member] \| Office Equipment [Member]
Summary of Significant Accounting Policies [Line Items]
Estimated useful lives	5 years
Share-Based Payment Arrangement, Option [Member]
Summary of Significant Accounting Policies [Line Items]
Diluted loss per common share (in Shares) \| shares	78,203	52,607
Restricted Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Diluted loss per common share (in Shares) \| shares	291,001	84,334
Intangible Assets [Member]
Summary of Significant Accounting Policies [Line Items]
Impairment charges	$ 0	$ 6,738
Goodwill [Member]
Summary of Significant Accounting Policies [Line Items]
Impairment charges	$ 7,489	$ 0

Deferred Revenue (Tables)

12 Months Ended

Dec. 31, 2024

Deferred Revenue [Abstract]

Schedule of Deferred Revenue

Following is a summary of activity in the deferred revenue account for the year ended December 31, 2024.

Balance January 1, 2024	$	172
Revenue recognized		(18,204	)
Amount collected		18,505
Balance December 31, 2024	$	473

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

Balance January 1, 2023	$	164
Revenue recognized		(12,359	)
Amount collected		12,291
Amount acquired		76
Balance December 31, 2023	$	172

Stockholders’ Equity

12 Months Ended

Dec. 31, 2024

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, 2024. No shares were issued or outstanding in either 2023 or 2024.

Common Stock

The Company had 166,666,667 shares of common stock, $0.001 par value per share, authorized as of December 31, 2024. There were 18,453,300 and 18,158,282 shares of common stock outstanding, net of shares held in treasury, at December 31, 2024 and 2023, respectively.

The Company issued 0 shares of common stock and received proceeds of $0 in 2024 in connection with the exercise of options under our 2013 Equity Incentive Plan. We issued 24,668 shares of common stock and received proceeds of $181 in 2023 in connection with the exercise of options under our 2013 Equity Incentive Plan.

The Company issued 295,018 shares of common stock in 2024 and 141,859 shares of common stock in 2023 in connection with the vesting of restricted stock units under our 2013 and 2021 Equity Incentive Plans. See 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, 2024 and 2023, respectively, 101,381 and 42,489 shares, valued at $911 and $459, 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 could repurchase up to $15 million of its outstanding common stock. This stock repurchase authorization expired on March 12, 2024. There were no shares repurchased in 2024 prior to the expiration.

During the year ended December 31, 2023, the Company repurchased 526,999 shares of our common stock for a total of $7,522, including commissions paid on repurchases. The repurchased shares were recorded as Treasury Shares using the par value method.

- Definition

The entire disclosure for equity.

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Deferred Revenue (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Deferred Revenue [Abstract]
Deferred revenue	$ 473	$ 172	$ 164

Stock Based Compensation (Tables)

12 Months Ended

Dec. 31, 2024

Stock Based Compensation [Abstract]

Schedule of Option Activity

The Company had the following option activity during the year ended December 31, 2024 and 2023:

	Number of Options			Weighted average exercise price		Weighted average remaining contractual life (years)		Aggregate intrinsic value $
Outstanding at January 1, 2023		1,306,870		$	31.14
Granted		426,703		$	12.50
Exercised		(24,668	)	$	7.34
Expired or forfeited		(153,844	)	$	30.70
Outstanding at December 31, 2023		1,555,061		$	26.38		3.4	$	1,046
Granted		716,297		$	5.56
Exercised		—		$	—
Expired or forfeited		(425,508	)	$	26.31
Outstanding, December 31, 2024		1,845,850		$	18.32		3.4	$	10
Exercisable, December 31, 2024		813,397		$	30.55		2.2	$	—

Schedule of Total Options Outstanding

The table below reflects information for the total options outstanding at December 31, 2024

Range of Exercise Prices	Number of Options		Weighted average remaining contractual life (years)		Weighted average exercise price
$4.83 to $10.00		780,600		4.7	$	5.62
$10.00 to $20.00		674,374		3.0	$	14.31
$20.00 to $40.00		105,718		1.2	$	31.82
$40.00 to $60.00		185,957		1.6	$	48.04
$60.00 to $96.70		99,201		1.7	$	75.42
Total		1,845,850		3.4	$	18.32

The table below reflects information for the vested options outstanding at December 31, 2024.

Range of Exercise Prices	Number of Options		Weighted average remaining contractual life (years)		Weighted average exercise price
$4.83 to $10.00		47,761		2.8	$	7.82
$10.00 to $20.00		403,878		2.8	$	14.59
$20.00 to $40.00		98,591		1.2	$	31.90
$40.00 to $60.00		165,345		1.5	$	48.64
$60.00 to $96.70		97,822		1.7	$	75.59
Total		813,397		2.2	$	30.55

Schedule of Company’s Non-Vested Options

A summary of the status of the Company’s non-vested options as of December 31, 2024, and changes during the year ended December 31, 2024, is presented below.

Nonvested Options	Options			Weighted average exercise price
Nonvested at January 1, 2024		968,787		$	22.03
Granted		716,297		$	5.56
Vested		(417,740	)	$	13.46
Forfeited		(234,981	)	$	21.80
Nonvested at December 31, 2024		1,032,363		$	8.69

Schedule of Restricted Stock Unit

The Company had the following restricted stock unit (“RSU”) activity during the years ended December 31, 2024 and 2023:

	Number of RSUs			Weighted average grant date fair value		Weighted average remaining contractual life (years)
Outstanding at January 1, 2023		789,074		$	36.95
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
Granted		545,772		$	7.56
Forfeited		(198,256	)	$	17.76
Vested and issued		(295,018	)	$	17.84
Withheld and cancelled		(101,381	)	$	18.03
Outstanding at December 31, 2024		694,326		$	10.62		2.1

Income Taxes

12 Months Ended

Dec. 31, 2024

Income Taxes [Abstract]

INCOME TAXES

NOTE 15 – INCOME TAXES

As of December 31, 2024, the Company had net operating loss (“NOLs”) carry-forwards for federal income tax purposes of approximately $11.6 million, consisting of post-2017 losses 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, 2024 and 2023:

	2024			2023
Federal income tax benefit (expense) attributable to:
Current operations	$	4,071		$	5,284
State tax effect, net of federal benefit		696			569
Option exercise benefits (expenses), net of Section 162M limitations		(480	)		(476	)
Transaction costs		—			(360	)
Goodwill impairment		(1,413	)		—
Stock compensation		(2,531	)		(2,624	)
Other adjustments		(204	)		45
Valuation allowance		(864	)		5,160
Income tax (expense) benefit	$	(725	)	$	7,598

	2024			2023

Current tax benefit (expense) - Federal	$	(258	)	$	—
Current tax benefit (expense) - State		(314	)		(97	)
Total current (expense)		(572	)		(97	)
Deferred tax (expense) benefit - Federal		(96	)		6,489
Deferred tax (expense) benefit - State		(57	)		1,206
Total deferred (expense) benefit		(153	)		7,695
Income tax (expense) benefit	$	(725	)	$	7,598

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, 2024 and 2023:

	2024			2023
Deferred tax assets attributable to:
Net operating loss carryover	$	3,304		$	4,864
Stock compensation		3,121			3,744
Operating lease liability		105			115
Section 174 capitalized expenses		3,091			2,533
Tax credits		355			361
Goodwill		171			103
Section 163 (J) interest limitation		967			—
Other		559			—
Deferred tax assets	$	11,673		$	11,720

Deferred tax liabilities attributable to:
Intangibles	$	(11,760	)	$	(12,393	)
Operating lease right-of-use assets		(102	)		(110	)
Other		(82	)		(198	)
Deferred tax liabilities		(11,944	)		(12,701	)
Net deferred tax (liability) asset	$	(271	)	$	(981	)
Valuation allowance		(4,220	)		(3,356	)
Net deferred tax liabilities	$	(4,491	)	$	(4,337	)

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 2021 to 2024 remain open for potential audit by the Internal Revenue Service. There are no uncertain tax positions as of December 31, 2023 or December 31, 2024, 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 tax.

+ References

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+ Details

Investment Securities

12 Months Ended

Dec. 31, 2024

Investment Securities [Abstract]

INVESTMENT SECURITIES

NOTE 4 - INVESTMENT SECURITIES

There were no investment securities held at December 31, 2024 and 2023.

Leases (Tables)

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Schedule of Lease Cost

For the years ended December 31, 2024 and 2023, 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:

	2024		2023

Operating lease cost	$	248	$	96
Short-term lease cost (1)		2		39
Total lease cost	$	250	$	135

(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, 2024:

For the year ending December 31,
2025	$	188
2026		115
2027		67
2028		45
2029		—
Total		415
Less: present value discount		38
Total lease liabilities	$	377

Acquisitions

12 Months Ended

Dec. 31, 2024

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. We completed the acquisition of Medicx Health to enhance and expand the Company’s technology offerings.

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

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

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 $1,000 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 $1,000 in Taxes receivable, to reflect the receivables due to the Company and $1,000 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	$	941
Accounts receivable		6,028
Taxes receivable		1,036
Prepaid expenses and other		913
Property and equipment		33
Customer relationships intangible		34,000
Trademark and patent intangible		5,700
Technology intangibles		8,300
Operating lease right-of-use assets		145
Deposits		10
		57,106
Liabilities Assumed
Accounts payable		1,997
Accrued expenses		3,849
Lease liabilities		166
Deferred revenue		75
Deferred tax liabilities		12,033
		18,120
Net assets acquired		38,986
Goodwill		56,993

Fair value of consideration transferred	$	95,979

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 $4,272 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
Net income			314

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:

	Year ended December 31,
Pro-forma consolidated statement of operations	2023
Revenue	$	97,066
Net loss		(18,616	)

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, 2023, 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 $9,600 in transaction related expenses incurred by Medicx Health.

During the year ended December 31, 2023, the Company disposed of its non-core Access business - See Item 8. Financials Statements and Supplementary Data; Note 7 - Goodwill and Intangible Assets for additional information regarding this transaction. A pro forma statement of operations for the twelve months ended December 31, 2024 is not presented for this transaction as the pro forma impacts were not material to the Company’s consolidated results.

Revenue presented in the pro forma financial consolidated statement of operations data above includes $4,169 for the year ended December 31, 2023, to the Access and other non-core solutions for which no revenue was recorded in the year ended December 31, 2024 (see also the discussion under Net Revenues in Results of Operations for the twelve months ended December 31, 2024 in Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations).

Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenue by Timing of Revenue Recognition (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Total Revenue	$ 92,127	$ 71,522
Revenue recognized over time [Member]
Disaggregation of Revenue [Line Items]
Total Revenue	85,469	63,527
Revenue recognized at a point in time [Member]
Disaggregation of Revenue [Line Items]
Total Revenue	$ 6,658	$ 7,995

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- 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).

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-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

+ Details

Long-Term Debt - Schedule of Long-term Debt, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Schedule of Long-term Debt, Net [Abstract]
Term loan, due in 2027	$ 34,290	$ 38,290
Less: current portion of long-term debt	(2,000)	(2,000)
Less: unamortized issuance costs	(1,474)	(2,059)
Long-term debt, net	$ 30,816	$ 34,231

- 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) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets [Abstract]
Noncash charge	$ 7,489
Probability weighting goodwill percentage.	50.00%
Consideration due for transaction	$ 3,740
Access products	2,540
Loss on disposal		$ (2,142)
Allocation of goodwill		(1,310)
Underlying technology assets		3,328
Asset impairment charges	7,489	6,738
Amortization expense	$ 4,218	$ 2,302

Property and Equipment

12 Months Ended

Dec. 31, 2024

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, 2024 and 2023:

	2024		2023
Computer equipment	$	354	$	266
Furniture and fixtures		54		34
		408		300
Less accumulated depreciation		258		151
Property and equipment, net	$	150	$	149

Depreciation expense was $111 and $100 for the years ended December 31, 2024 and 2023, respectively.

Summary of Significant Accounting Policies - Schedule of Weighted Average Shares Outstanding and the Basic and Diluted Earnings Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of Weighted Average Shares Outstanding and the Basic and Diluted Earnings Per Common Share [Abstract]
Basic EPS, Net (Loss)	$ (20,110)	$ (17,566)
Basic EPS, Shares	18,292,935	17,124,801
Basic EPS, Per Share	$ (1.1)	$ (1.03)
Effect of dilutive securities, Net (Loss)
Effect of dilutive securities, Shares
Effect of dilutive securities, Per Share
Diluted EPS, Net (Loss)	$ (20,110)	$ (17,566)
Diluted EPS, Shares	18,292,935	17,124,801
Diluted EPS, Per Share	$ (1.1)	$ (1.03)

Income Taxes - Schedule of Net Deferred Tax (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Deferred tax assets attributable to:
Net operating loss carryover	$ 3,304	$ 4,864
Stock compensation	3,121	3,744
Operating lease liability	105	115
Section 174 capitalized expenses	3,091	2,533
Tax credits	355	361
Goodwill	171	103
Section 163 (J) interest limitation	967
Other	559
Deferred tax assets	11,673	11,720
Deferred tax liabilities attributable to:
Intangibles	(11,760)	(12,393)
Operating lease right-of-use assets	(102)	(110)
Other	(82)	(198)
Deferred tax liabilities	(11,944)	(12,701)
Net deferred tax (liability) asset	(271)	(981)
Valuation allowance	(4,220)	(3,356)
Net deferred tax liabilities	$ (4,491)	$ (4,337)

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2024

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, 2024 and 2023:

	2024		2023
Computer equipment	$	354	$	266
Furniture and fixtures		54		34
		408		300
Less accumulated depreciation		258		151
Property and equipment, net	$	150	$	149

Stock Based Compensation - Schedule of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of Option Activity [Abstract]
Number of Options, Outstanding Beginning balance (in Shares)	1,555,061	1,306,870
Weighted average exercise price, Outstanding Beginning balance	$ 26.38	$ 31.14
Number of Options, Granted (in Shares)	716,297	426,703
Weighted average exercise price, Granted	$ 5.56	$ 12.5
Number of Options, Exercised (in Shares)		(24,668)
Weighted average exercise price, Exercised		$ 7.34
Number of Options, Expired or forfeited (in Shares)	(425,508)	(153,844)
Weighted average exercise price, Expired or forfeited	$ 26.31	$ 30.7
Number of Options, Outstanding Ending balance (in Shares)	1,845,850	1,555,061
Weighted average exercise price, Outstanding Ending balance	$ 18.32	$ 26.38
Weighted average remaining contractual life (years), Outstanding Ending balance	3 years 4 months 24 days	3 years 4 months 24 days
Aggregate intrinsic value, Outstanding Ending balance (in Dollars)	$ 10	$ 1,046
Number of Options, Exercisable (in Shares)	813,397
Weighted average exercise price, Exercisable	$ 30.55
Weighted average remaining contractual life (years), Exercisable	2 years 2 months 12 days
Aggregate intrinsic value, Exercisable (in Dollars)

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Current Assets
Cash and cash equivalents	$ 13,380	$ 13,852
Accounts receivable, net of allowance for credit losses of $335 and $239 at December 31, 2024 and 2023, respectively	38,212	36,253
Taxes receivable		1,036
Prepaid expenses and other	2,379	3,190
Total Current Assets	53,971	54,331
Property and equipment, net	150	149
Other Assets
Goodwill	70,869	78,357
Patent rights, net	5,517	6,185
Technology assets, net	8,180	9,013
Tradename and customer relationships, net	31,819	34,198
Operating lease right-of-use assets	366	573
Security deposits and other assets	296	568
Total Other Assets	117,047	128,894
TOTAL ASSETS	171,168	183,374
Current Liabilities
Current portion of long-term debt	2,000	2,000
Accounts payable – trade	2,156	2,227
Accrued expenses	8,486	7,706
Revenue share payable	5,053	5,506
Taxes payable	318	49
Current portion of lease liabilities	168	222
Deferred revenue	473	172
Total Current Liabilities	18,654	17,882
Non-current Liabilities
Long-term debt, net	30,816	34,231
Lease liabilities, net of current portion	209	371
Deferred tax liabilities, net	4,491	4,337
Total Liabilities	54,170	56,821
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, 2024 and 2023, respectively
Common stock, $0.001 par value, 166,666,667 shares authorized, 20,194,697 and 19,899,679 shares issued at December 31, 2024 and 2023, respectively	20	20
Treasury stock, $0.001 par value,1,741,397 shares purchased at December 31, 2024 and 2023	(2)	(2)
Additional paid-in-capital	201,348	190,793
Accumulated deficit	(84,368)	(64,258)
Total Stockholders’ Equity	116,998	126,553
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 171,168	$ 183,374

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2024

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
Fair value of common stock transferred		12,091
Fair value of consideration transferred	$	95,979

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	$	941
Accounts receivable		6,028
Taxes receivable		1,036
Prepaid expenses and other		913
Property and equipment		33
Customer relationships intangible		34,000
Trademark and patent intangible		5,700
Technology intangibles		8,300
Operating lease right-of-use assets		145
Deposits		10
		57,106
Liabilities Assumed
Accounts payable		1,997
Accrued expenses		3,849
Lease liabilities		166
Deferred revenue		75
Deferred tax liabilities		12,033
		18,120
Net assets acquired		38,986
Goodwill		56,993

Fair value of consideration transferred	$	95,979

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

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

Schedule of Consolidated Statement of Operations

Revenue		$	4,546
Net income			314

Schedule of Pro-Forma Consolidated Statement of Operations

	Year ended December 31,
Pro-forma consolidated statement of operations	2023
Revenue	$	97,066
Net loss		(18,616	)

Long-Term Debt

12 Months Ended

Dec. 31, 2024

Long-Term Debt [Abstract]

LONG-TERM DEBT

NOTE 12 – LONG-TERM DEBT

Long-term debt consisted of the following at December 31, 2024 and 2023:

	2024			2023
Term loan, due in 2027	$	34,290		$	38,290
Less: current portion of long-term debt		(2,000	)		(2,000	)
Less: unamortized issuance costs		(1,474	)		(2,059	)
Long-term debt, net	$	30,816		$	34,231

On October 11, 2023, the Company entered into a Financing Agreement (the “Financing Agreement”) 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 Term Loan the Company incurred issuance costs of approximately $2,270, 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, 2024 and December 31, 2023 was $835 and $211, respectively.

The Company’s obligations under the Term Loan 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 on the last business day of each fiscal quarter, beginning December 31, 2023, in an amount equivalent to 1.25%, of the original principal amount. The outstanding unpaid principal amount and all accrued but unpaid interest thereon, shall be 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 Term Loan 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 Agreement 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, 2024, the Company made total principal repayments of $4.0 million, including a voluntary prepayment of $2.0 million. 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 Overnight Financing 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, 2024, the Loan bears interest at 13.3% per annum, with the effective interest rate for the year ended December 31, 2024, including the amortization of debt issuance costs and Applicable Premium and interest penalties of $66,804 associated with the prepayment during the year ended December 31, 2024 was 16.5%.

The Term Loan requires the Company to maintain certain maximum leverage ratios and Liquidity (as defined in the Financing Agreement), of at least $5.0 million.

The Company was in compliance with its financial covenants as of December 31, 2024.

The Term Loan 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 Term Loan in each of the next three years subsequent to December 31, 2024, are as follows:

For the year ending December 31,
2025		2,000
2026		2,000
2027		30,290
	$	34,290

Stock Based Compensation

12 Months Ended

Dec. 31, 2024

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 234,512 shares of common stock underlying options and 8,000 shares of common stock underlying restricted stock unit awards were outstanding at December 31, 2024. In connection with the adoption of a new plan in 2021, the Company froze the 2013 Plan. At December 31, 2024, 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. On June 5, 2024, at the 2024 Annual Meeting of Stockholders, the Company’s stockholders approved an amendment to the 2021 Equity Incentive Plan to increase the number of shares of common stock available for awards under the 2021 Equity Incentive Plan by 1,950,000 shares for a total of 4,450,000 shares. A total of 1,611,338 shares of common stock underlying options and 686,326 shares of common stock underlying restricted stock unit awards were outstanding at December 31, 2024. At December 31, 2024, 1,161,064 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, 2024 and 2023, was $4,783 and $5,925, 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, 2024, 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 $25 in expense related to these options recorded during the year ended December 31, 2024.

The Company had the following option activity during the year ended December 31, 2024 and 2023:

	Number of Options			Weighted average exercise price		Weighted average remaining contractual life (years)		Aggregate intrinsic value $
Outstanding at January 1, 2023		1,306,870		$	31.14
Granted		426,703		$	12.50
Exercised		(24,668	)	$	7.34
Expired or forfeited		(153,844	)	$	30.70
Outstanding at December 31, 2023		1,555,061		$	26.38		3.4	$	1,046
Granted		716,297		$	5.56
Exercised		—		$	—
Expired or forfeited		(425,508	)	$	26.31
Outstanding, December 31, 2024		1,845,850		$	18.32		3.4	$	10
Exercisable, December 31, 2024		813,397		$	30.55		2.2	$	—

The table below reflects information for the total options outstanding at December 31, 2024

Range of Exercise Prices	Number of Options		Weighted average remaining contractual life (years)		Weighted average exercise price
$4.83 to $10.00		780,600		4.7	$	5.62
$10.00 to $20.00		674,374		3.0	$	14.31
$20.00 to $40.00		105,718		1.2	$	31.82
$40.00 to $60.00		185,957		1.6	$	48.04
$60.00 to $96.70		99,201		1.7	$	75.42
Total		1,845,850		3.4	$	18.32

The table below reflects information for the vested options outstanding at December 31, 2024.

Range of Exercise Prices	Number of Options		Weighted average remaining contractual life (years)		Weighted average exercise price
$4.83 to $10.00		47,761		2.8	$	7.82
$10.00 to $20.00		403,878		2.8	$	14.59
$20.00 to $40.00		98,591		1.2	$	31.90
$40.00 to $60.00		165,345		1.5	$	48.64
$60.00 to $96.70		97,822		1.7	$	75.59
Total		813,397		2.2	$	30.55

A summary of the status of the Company’s non-vested options as of December 31, 2024, and changes during the year ended December 31, 2024, is presented below.

Nonvested Options	Options			Weighted average exercise price
Nonvested at January 1, 2024		968,787		$	22.03
Granted		716,297		$	5.56
Vested		(417,740	)	$	13.46
Forfeited		(234,981	)	$	21.80
Nonvested at December 31, 2024		1,032,363		$	8.69

There is $3,651 of expense remaining to be recognized over a period of approximately 2.1 years related to options outstanding at December 31, 2024.

Restricted Stock Units

The Company had the following restricted stock unit (“RSU”) activity during the years ended December 31, 2024 and 2023:

	Number of RSUs			Weighted average grant date fair value		Weighted average remaining contractual life (years)
Outstanding at January 1, 2023		789,074		$	36.95
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
Granted		545,772		$	7.56
Forfeited		(198,256	)	$	17.76
Vested and issued		(295,018	)	$	17.84
Withheld and cancelled		(101,381	)	$	18.03
Outstanding at December 31, 2024		694,326		$	10.62		2.1

The Company granted restricted stock units of 545,772 and 383,406 units in 2024 and 2023, respectively, and valued at $4,128 and $4,715, respectively. These restricted stock units vest over a period of 1 year to 5 years. The Company recognized expense of $6,683 and $7,792 in 2024 and 2023, respectively, related to these restricted stock units. A total of $5,260 remains to be recognized at December 31, 2024 over a period of 1.88 years.

In the year ended December 31, 2024, 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, 2024 and 2023, respectively, 101,381 and 42,489 shares, valued at $911 and $459, 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 $25 in expense related to these restricted stock units recorded during the year ended December 31, 2024.

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 50,305 restricted stock units, valued at $750 granted to the non-employee directors in 2023. These restricted stock units vested in 2024. The Company granted 64,896 restricted stock units, valued at $750 granted to the non-employee directors in 2024 that will vest in 2025, 12 months from the grant dates.

Equity Award Modification

On April 16, 2023, the Compensation Committee approved a grant to the Company’s then CEO of 86,685 restricted stock units and 161,698 stock options with a grant date fair value of $2,500 to vest over a three year period. Concurrently, the then CEO forfeited his October 2021 grant of 182,398 market-based restricted stock units. The forfeiture and accompanying grant was considered an equity modification according to ASC 718, Compensation-Stock Compensation (“ASC 718”). The additional compensation value created by the termination and issuance of new equity awarded, as measured using a Monte Carlo simulation, was approximately $1,900 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. At December 31, 2024 the remaining expense of $1,556 related to the October 2021 grant of market-based restricted stock units was accelerated upon the departure of the CEO. The expense for unvested stock-options and restricted stock units related to the April 2023 grant was reversed.

Acquisitions (Details) - USD ($) $ in Thousands	12 Months Ended
Acquisitions (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Oct. 24, 2023
Acquisitions [Line Items]
State and federal income tax receivables	$ 1,000
Taxes receivable	1,000
Accrued expenses	1,000
Acquisition related costs	4,272
Series of Individually Immaterial Business Acquisitions [Member]
Acquisitions [Line Items]
Percentage of equity acquired			100.00%
Medicx Health [Member]
Acquisitions [Line Items]
Transaction related expenses	$ 9,600
Pro forma revenue		$ 4,169

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2024

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: Healthy Offers, Inc., a Nevada corporation, 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 one (1) technology center 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.

The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The CODM allocates resources and assesses performance of the business and other activities at the operating segment level. The CODM assesses performance for the operating segment and decides how to allocate resources based on net income (loss) that is also reported on the Consolidated Statement of Operations as consolidated net income (loss). The measure of segment assets is reported on the Consolidated Balance Sheets as total assets.

The CODM uses consolidated net income (loss) to evaluate income generated in deciding whether to reinvest profits into the segment or to use such profits for other purposes, such as for acquisitions or share repurchases. Consolidated net income (loss) is used to monitor budget versus actual results. The CODM also uses consolidated net income (loss) in competitive analyses by benchmarking to the Company’s competitors. The competitive analysis along with the monitoring of budget versus actual results are used in assessing performance of the segment, and in establishing management and variable compensation. The CODM also regularly reviews the Consolidated Statement of Operations for segment expenses, of which the significant expenses are related to cost of revenues and compensation, including stock-based compensation and other expenses. Since the Company operates as one reportable segment, all required segment financial information is found in the consolidated financial statements and notes to the consolidated financial statements.

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

Cash equivalents include items almost as liquid as cash comprised of investments in AAA rated money market funds that invest in first-tier only securities, which primarily include domestic commercial paper and securities issued or guaranteed by the U.S. government or its agencies. We account for marketable equity securities in accordance with ASC 321-10, “Investments - Equity Securities”, as the shares have a readily determinable fair value quoted on the national stock exchange and are classified within Level 1 of the fair value hierarchy. At December 31, 2024 and 2023, we have recorded $8,300 and none, respectively, of money market funds at approximate fair value.

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 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 credit losses. In addition, the Company regularly assesses the state of its billing operations 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 $208 and $666 for the years ended December 31, 2024 and 2023, respectively. The allowance for credit losses was $335 and $239 as of December 31, 2024 and 2023, respectively.

The changes in the allowance for credit losses in each of the years ended December 31, 2024 and 2023, were as follows:

	2024			2023
Balance at beginning of year	$	239		$	352
Bad debt expense		208			666
Write-offs		(112	)		(779	)
Balance at end of year	$	335		$	239

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 $3,241, and $6,077, at December 31, 2024 and 2023, 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 $0 and $6,738 against the value of our intangible assets during the years ended December 31, 2024 and 2023, respectively.

Goodwill

Goodwill represents the excess of the purchase price over the fair 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.

An entity is permitted to first assess qualitative factors to determine if a quantitative impairment test is necessary. If we choose to use qualitative factors and determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment test would be required. The goodwill impairment test requires the Company to estimate the fair value of the reporting unit and to compare the fair value of the reporting unit with its carrying amount.

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. The judgments made in determining the expected future cash flows used to estimate the fair value can materially impact the Company’s financial condition and results of operations. 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.

We recorded impairment charges of $7,489 and $0 against the value of our goodwill during the years ended December 31, 2024 and 2023, respectively.

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 our forms of 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 the design of the programs and related consulting services to be performance obligations separate from the delivery of messages. Performance obligations which are recognized at a point in time upon delivery to the client include the development and delivery of NPI target data lists and custom analytic and consulting projects. The net contract balance for contracts in progress at December 31, 2024 and 2023 was $4.3 million and $2.0 million, respectively. The outstanding performance obligations are expected to be satisfied during the year ended December 31, 2025.

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 2024, there were two 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, NPI data lists, and other solutions is recognized at a point in time upon delivery to customers. A break down is set forth in the table below.

	2024		2023
Revenue recognized over time	$	85,469	$	63,527
Revenue recognized at a point in time		6,658		7,995
Total Revenue	$	92,127	$	71,522

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 licensee. 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 HCP marketing business and customer 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. The amount of revenue recognized on a net basis was $10,999 and $3,471 for the years ended December 31, 2024 and 2023, respectively.

Cost of Revenues

Cost of revenues includes 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. In addition, we pay revenue-share to ConnectiveRx as a result of a 2014 legal settlement in an amount equal to the greater of 10% of financial messaging distribution revenues generated through our integrated network, or $0.37 per financial message distributed through our integrated network. Data acquisition costs consist primarily of the costs to acquire data through flat-fee data licensing agreements.

Change in Accounting Estimate

In accordance with its policy, the Company periodically reviews the stand-alone selling prices of its performance obligations under ASC 606 for use in allocating the contract prices. As a result, effective April 1, 2024, the Company updated the methodology for determining the value of program design and consulting services from the residual method to using an adjusted market assessment approach. The effect of this change in estimate was immaterial to the results for the year ended December 31, 2024, but may become material in future periods.

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, 2024 and 2023, the Company had $12,973 and $13,261, 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, 2024 and 2023.

Advertising Costs

The Company expenses advertising costs as incurred. Advertising costs, included in Other general and administrative expenses were $1,049 and $776, for the years ended December 31, 2024 and 2023, 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 is 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, 2024 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 does not expect to pay any dividends in the future.

	2024			2023
Expected dividend yield		0	%		0	%
Risk free interest rate		3.52% - 4.59	%		3.76% - 4.74	%
Expected option term		3.5 years			3.5 years
Turnover/forfeiture rate		0	%		0	%
Expected volatility		66% - 72	%		67% - 72	%
Weighted average grant date fair value	$	2.89		$	6.58

The Black-Scholes option valuation model has limitations on its effectiveness, including that it was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable and it requires the use of highly subjective assumptions, such as 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 2024 and 2023 was 212,798 and 31,727 related to options, and 78,203 and 52,607 related to restricted stock units, for a total of 291,001 and 84,334, respectively, because they are anti-dilutive, as a result of the net losses incurred in each of the years ended December 31, 2024 and 2023.

The computation of weighted average shares outstanding and the basic and diluted earnings per common share for the years ended December 31, 2024 and 2023 consisted of the following:

	Year ended December 31, 2024
	Net (Loss)			Shares		Per Share Amount
Basic EPS	$	(20,110	)		18,292,935	$	(1.10	)
Effect of dilutive securities		—			—		—
Diluted EPS	$	(20,110	)		18,292,935	$	(1.10	)

	Year ended December 31, 2023
	Net Income			Shares		Per Share Amount
Basic EPS	$	(17,566	)		17,124,801	$	(1.03	)
Effect of dilutive securities		—			—		—
Diluted EPS	$	(17,566	)		17,124,801	$	(1.03	)

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.

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 standard was effective for the Company’s fiscal year beginning January 1, 2024. The requirements of this ASU are disclosure-related and the adoption of this standard did not have a material effect on our financial position, results of operations, or cash flows.

Not Yet Adopted

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.

In November 2024, the FASB issued ASU 2024-03 (“ASU 2024-03”), Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). ASU 2024-03 requires that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The prescribed categories include purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion. This authoritative guidance is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect of this new guidance on its consolidated financial statements.

Stock Based Compensation - Schedule of Total Options Outstanding (Details)	12 Months Ended
	Dec. 31, 2024 $ / shares shares
Exercise Price Range One [Member] \| Equity Option [Member]
Schedule of Total Options Outstanding [Line Items]
Number of Options (in Shares) \| shares	780,600
Weighted average remaining contractual life (years)	4 years 8 months 12 days
Weighted average exercise price	$ 5.62
Exercise Price Range One [Member] \| Vested Options Outstanding [Member]
Schedule of Total Options Outstanding [Line Items]
Number of Options (in Shares) \| shares	47,761
Weighted average remaining contractual life (years)	2 years 9 months 18 days
Weighted average exercise price	$ 7.82
Exercise Price Range One [Member] \| Minimum [Member] \| Equity Option [Member]
Schedule of Total Options Outstanding [Line Items]
Range of Exercise Prices, Lower	4.83
Exercise Price Range One [Member] \| Minimum [Member] \| Vested Options Outstanding [Member]
Schedule of Total Options Outstanding [Line Items]
Range of Exercise Prices, Lower	4.83
Exercise Price Range One [Member] \| Maximum [Member] \| Equity Option [Member]
Schedule of Total Options Outstanding [Line Items]
Range of Exercise Prices , Upper	10
Exercise Price Range One [Member] \| Maximum [Member] \| Vested Options Outstanding [Member]
Schedule of Total Options Outstanding [Line Items]
Range of Exercise Prices , Upper	$ 10
Exercise Price Range Two [Member] \| Equity Option [Member]
Schedule of Total Options Outstanding [Line Items]
Number of Options (in Shares) \| shares	674,374
Weighted average remaining contractual life (years)	3 years
Weighted average exercise price	$ 14.31
Exercise Price Range Two [Member] \| Vested Options Outstanding [Member]
Schedule of Total Options Outstanding [Line Items]
Number of Options (in Shares) \| shares	403,878
Weighted average remaining contractual life (years)	2 years 9 months 18 days
Weighted average exercise price	$ 14.59
Exercise Price Range Two [Member] \| Minimum [Member] \| Equity Option [Member]
Schedule of Total Options Outstanding [Line Items]
Range of Exercise Prices, Lower	10
Exercise Price Range Two [Member] \| Minimum [Member] \| Vested Options Outstanding [Member]
Schedule of Total Options Outstanding [Line Items]
Range of Exercise Prices, Lower	10
Exercise Price Range Two [Member] \| Maximum [Member] \| Equity Option [Member]
Schedule of Total Options Outstanding [Line Items]
Range of Exercise Prices , Upper	20
Exercise Price Range Two [Member] \| Maximum [Member] \| Vested Options Outstanding [Member]
Schedule of Total Options Outstanding [Line Items]
Range of Exercise Prices , Upper	$ 20
Exercise Price Range Three [Member] \| Equity Option [Member]
Schedule of Total Options Outstanding [Line Items]
Number of Options (in Shares) \| shares	105,718
Weighted average remaining contractual life (years)	1 year 2 months 12 days
Weighted average exercise price	$ 31.82
Exercise Price Range Three [Member] \| Vested Options Outstanding [Member]
Schedule of Total Options Outstanding [Line Items]
Number of Options (in Shares) \| shares	98,591
Weighted average remaining contractual life (years)	1 year 2 months 12 days
Weighted average exercise price	$ 31.9
Exercise Price Range Three [Member] \| Minimum [Member] \| Equity Option [Member]
Schedule of Total Options Outstanding [Line Items]
Range of Exercise Prices, Lower	20
Exercise Price Range Three [Member] \| Minimum [Member] \| Vested Options Outstanding [Member]
Schedule of Total Options Outstanding [Line Items]
Range of Exercise Prices, Lower	20
Exercise Price Range Three [Member] \| Maximum [Member] \| Equity Option [Member]
Schedule of Total Options Outstanding [Line Items]
Range of Exercise Prices , Upper	40
Exercise Price Range Three [Member] \| Maximum [Member] \| Vested Options Outstanding [Member]
Schedule of Total Options Outstanding [Line Items]
Range of Exercise Prices , Upper	$ 40
Exercise Price Range Four [Member] \| Equity Option [Member]
Schedule of Total Options Outstanding [Line Items]
Number of Options (in Shares) \| shares	185,957
Weighted average remaining contractual life (years)	1 year 7 months 6 days
Weighted average exercise price	$ 48.04
Exercise Price Range Four [Member] \| Vested Options Outstanding [Member]
Schedule of Total Options Outstanding [Line Items]
Number of Options (in Shares) \| shares	165,345
Weighted average remaining contractual life (years)	1 year 6 months
Weighted average exercise price	$ 48.64
Exercise Price Range Four [Member] \| Minimum [Member] \| Equity Option [Member]
Schedule of Total Options Outstanding [Line Items]
Range of Exercise Prices, Lower	40
Exercise Price Range Four [Member] \| Minimum [Member] \| Vested Options Outstanding [Member]
Schedule of Total Options Outstanding [Line Items]
Range of Exercise Prices, Lower	40
Exercise Price Range Four [Member] \| Maximum [Member] \| Equity Option [Member]
Schedule of Total Options Outstanding [Line Items]
Range of Exercise Prices , Upper	60
Exercise Price Range Four [Member] \| Maximum [Member] \| Vested Options Outstanding [Member]
Schedule of Total Options Outstanding [Line Items]
Range of Exercise Prices , Upper	$ 60
Exercise Price Range Five [Member] \| Equity Option [Member]
Schedule of Total Options Outstanding [Line Items]
Number of Options (in Shares) \| shares	99,201
Weighted average remaining contractual life (years)	1 year 8 months 12 days
Weighted average exercise price	$ 75.42
Exercise Price Range Five [Member] \| Vested Options Outstanding [Member]
Schedule of Total Options Outstanding [Line Items]
Number of Options (in Shares) \| shares	97,822
Weighted average remaining contractual life (years)	1 year 8 months 12 days
Weighted average exercise price	$ 75.59
Exercise Price Range Five [Member] \| Minimum [Member] \| Equity Option [Member]
Schedule of Total Options Outstanding [Line Items]
Range of Exercise Prices, Lower	60
Exercise Price Range Five [Member] \| Minimum [Member] \| Vested Options Outstanding [Member]
Schedule of Total Options Outstanding [Line Items]
Range of Exercise Prices, Lower	60
Exercise Price Range Five [Member] \| Maximum [Member] \| Equity Option [Member]
Schedule of Total Options Outstanding [Line Items]
Range of Exercise Prices , Upper	96.7
Exercise Price Range Five [Member] \| Maximum [Member] \| Vested Options Outstanding [Member]
Schedule of Total Options Outstanding [Line Items]
Range of Exercise Prices , Upper	$ 96.7
Exercise Price Range [Member] \| Equity Option [Member]
Schedule of Total Options Outstanding [Line Items]
Number of Options (in Shares) \| shares	1,845,850
Weighted average remaining contractual life (years)	3 years 4 months 24 days
Weighted average exercise price	$ 18.32
Exercise Price Range [Member] \| Vested Options Outstanding [Member]
Schedule of Total Options Outstanding [Line Items]
Number of Options (in Shares) \| shares	813,397
Weighted average remaining contractual life (years)	2 years 2 months 12 days
Weighted average exercise price	$ 30.55

Leases

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

LEASES

NOTE 13 – LEASES

In February 2016, the 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.

	2024		2023

Operating lease cost	$	248	$	96
Short-term lease cost (1)		2		39
Total lease cost	$	250	$	135

(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, 2024:

For the year ending December 31,
2025	$	188
2026		115
2027		67
2028		45
2029		—
Total		415
Less: present value discount		38
Total lease liabilities	$	377

The weighted average remaining lease term for operating leases is 2.65 and the weighted average discount rate used in calculating the operating lease asset and liability is 7.1%. Cash paid for amounts included in the measurement of lease liabilities was $227. For the year ended December 31, 2024, payments on lease obligations were $260 and amortization on the right of use assets was $237. For the year ended December 31, 2023, payments on lease obligations were $91 and amortization on the right of use assets was $95.

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2024

Income Taxes [Abstract]

Schedule of Federal Income Tax

The provision for Federal income tax consists of the following for the years ended December 31, 2024 and 2023:

	2024			2023
Federal income tax benefit (expense) attributable to:
Current operations	$	4,071		$	5,284
State tax effect, net of federal benefit		696			569
Option exercise benefits (expenses), net of Section 162M limitations		(480	)		(476	)
Transaction costs		—			(360	)
Goodwill impairment		(1,413	)		—
Stock compensation		(2,531	)		(2,624	)
Other adjustments		(204	)		45
Valuation allowance		(864	)		5,160
Income tax (expense) benefit	$	(725	)	$	7,598

	2024			2023

Current tax benefit (expense) - Federal	$	(258	)	$	—
Current tax benefit (expense) - State		(314	)		(97	)
Total current (expense)		(572	)		(97	)
Deferred tax (expense) benefit - Federal		(96	)		6,489
Deferred tax (expense) benefit - State		(57	)		1,206
Total deferred (expense) benefit		(153	)		7,695
Income tax (expense) benefit	$	(725	)	$	7,598

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, 2024 and 2023:

	2024			2023
Deferred tax assets attributable to:
Net operating loss carryover	$	3,304		$	4,864
Stock compensation		3,121			3,744
Operating lease liability		105			115
Section 174 capitalized expenses		3,091			2,533
Tax credits		355			361
Goodwill		171			103
Section 163 (J) interest limitation		967			—
Other		559			—
Deferred tax assets	$	11,673		$	11,720

Deferred tax liabilities attributable to:
Intangibles	$	(11,760	)	$	(12,393	)
Operating lease right-of-use assets		(102	)		(110	)
Other		(82	)		(198	)
Deferred tax liabilities		(11,944	)		(12,701	)
Net deferred tax (liability) asset	$	(271	)	$	(981	)
Valuation allowance		(4,220	)		(3,356	)
Net deferred tax liabilities	$	(4,491	)	$	(4,337	)

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2024

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.

Goodwill is tested for impairment at a reporting segment level at least annually, as of December 31, or on an interim basis if an event occurs or circumstances change (a “Triggering Event”).

During the third quarter of 2024, the Company experienced a Triggering Event due to a sustained decline in its stock price and overall market capitalization. Accordingly, the Company conducted a quantitative impairment test of its goodwill at September 30, 2024. The Company estimated the implied fair value of its goodwill using a combination of a market approach and income approach. It was determined that the fair value of the Company’s single reporting unit was less than its carrying value. A noncash charge of $7,489, representing the amount by which the Company’s book value exceeds its estimated fair value, was recorded as a goodwill impairment in the year ended December 31, 2024.

The Company performed the annual goodwill impairment test as of December 31, 2024. The Company performed its annual goodwill impairment test on a quantitative basis for its single reporting unit. In estimating the reporting unit’s fair value, the Company performed a valuation analysis, utilizing a discounted cash flow income approach and a guideline public company market approach. We assigned a probability weighting to each approach of 50%. The determination of the fair value of the reporting unit requires the Company to make significant estimates and assumptions about the reporting unit’s expected future cash flows. These estimates and assumptions primarily include, but are not limited to, the discount rate, revenue growth rates, operating margins and multiples of earnings. These estimates and assumptions were determined in connection with support from a third-party valuation specialist. The discount rate used is based on the estimated weighted-average cost of capital for companies with profiles similar to our profile and based on an assessment of the risk inherent in those future cash flows. To forecast the reporting unit’s cash flows, the Company takes into consideration economic conditions and trends, historical results and recent performance, estimated future operating results, management’s and a market participant’s view of growth rates, management’s ability to execute on planned future strategic initiatives and anticipates future economic conditions. Macroeconomic factors such as changes in economies, changes in the competitive landscape, changes in government legislation, industry consolidations and other changes beyond the Company’s control could have a positive or negative impact on achieving its targets. Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates. In addition, changes in underlying assumptions, especially as they relate to the key assumptions detailed, could have a significant impact on the fair value of the reporting unit. 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. After completing testing, it was determined that the fair value of the Company’s single reporting unit was exactly equal to its carrying value and no further impairment to goodwill was recorded for the year ended December 31, 2024. Any amount of negative change to the above disclosed key assumptions could result in future impairment to goodwill.

The fair value of any reporting units, used in the annual assessments in 2024 and 2023, 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 January 1, 2023	$	22,674
Acquisitions		56,993
Disposal of business		(1,310	)
Impairments		—
Balance January 1, 2024	$	78,357
Acquisitions		—
Impairments		(7,488	)
Balance December 31, 2024	$	70,869

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 including $2,540 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 including the allocation of a portion of the Company’s goodwill balance of $1,310 and the net book value of the underlying technology assets of $3,328.

Intangible Assets

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

	December 31, 2024
	Gross Carrying Amount		Accumulated Amortization		Net		Weighted Average Life Remaining
Patent rights	$	7,164	$	1,647	$	5,517		7.7
Technology assets		9,711		1,531		8,180		7.5
Other intangible assets
Tradename		134		12		122		9.7
Non-compete agreements		1,093		1,093		—		—
Customer relationships		34,923		3,226		31,697		13.6
Total other		36,150		4,331		31,819
Total intangible assets	$	53,025	$	7,509	$	45,516

	December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net		Weighted Average Life Remaining
Patent rights	$	7,164	$	979	$	6,185		8.8
Technology assets		12,388		3,375		9,013		6.6
Other intangible assets
Tradename		134		—		134		10.7
Non-compete agreements		1,093		1,093		—		—
Customer relationships		34,923		859		34,064		14.6
Total other		36,150		1,952		34,198
Total intangible assets	$	55,702	$	6,306	$	49,396

During the year ended December 31, 2023, we recorded asset impairment charges of $6,738 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

Year ended December 31,
2025	$	4,258
2026		4,203
2027		3,906
2028		3,787
2029		3,787
Thereafter		25,575
Total	$	45,516

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2024

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.

	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.

Accounts Receivable and Allowance for Credit Losses

The changes in the allowance for credit losses in each of the years ended December 31, 2024 and 2023, were as follows:

	2024			2023
Balance at beginning of year	$	239		$	352
Bad debt expense		208			666
Write-offs		(112	)		(779	)
Balance at end of year	$	335		$	239

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

We recorded impairment charges of $0 and $6,738 against the value of our intangible assets during the years ended December 31, 2024 and 2023, respectively.

Goodwill

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

We recorded impairment charges of $7,489 and $0 against the value of our goodwill during the years ended December 31, 2024 and 2023, respectively.

Revenue Recognition

Disaggregation of Revenue

	2024		2023
Revenue recognized over time	$	85,469	$	63,527
Revenue recognized at a point in time		6,658		7,995
Total Revenue	$	92,127	$	71,522

Cost of Revenues

Change in Accounting Estimate

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, 2024 and 2023.

Advertising Costs

Stock-based Compensation

	2024			2023
Expected dividend yield		0	%		0	%
Risk free interest rate		3.52% - 4.59	%		3.76% - 4.74	%
Expected option term		3.5 years			3.5 years
Turnover/forfeiture rate		0	%		0	%
Expected volatility		66% - 72	%		67% - 72	%
Weighted average grant date fair value	$	2.89		$	6.58

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, 2024 and 2023 consisted of the following:

	Year ended December 31, 2024
	Net (Loss)			Shares		Per Share Amount
Basic EPS	$	(20,110	)		18,292,935	$	(1.10	)
Effect of dilutive securities		—			—		—
Diluted EPS	$	(20,110	)		18,292,935	$	(1.10	)

	Year ended December 31, 2023
	Net Income			Shares		Per Share Amount
Basic EPS	$	(17,566	)		17,124,801	$	(1.03	)
Effect of dilutive securities		—			—		—
Diluted EPS	$	(17,566	)		17,124,801	$	(1.03	)

Recently Issued Accounting Guidance

Not Yet Adopted

Acquisitions - Schedule of Consolidated Statement of Operations (Details) - Medicx Health [Member] $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Statement of Operations [Line Items]
Revenue	$ 4,546
Net loss	$ 314

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Organization and Nature of Business

12 Months Ended

Dec. 31, 2024

Organization and Nature of Business [Abstract]

ORGANIZATION AND NATURE OF BUSINESS

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

OptimizeRx Corporation (the “Company” or “OptimizeRx”) is a digital healthcare technology company that connects over two million HCPs and millions of their patients through an intelligent technology platform embedded within a proprietary omnichannel network. OptimizeRx helps life science organizations engage and support their customers through our combined HCP and DTC marketing strategies.

Prepaid Expenses (Tables)

12 Months Ended

Dec. 31, 2024

Prepaid Expenses [Abstract]

Schedule of Prepaid Expenses

Prepaid expenses consisted of the following as of December 31, 2024 and 2023:

	2024		2023
Revenue share and exclusivity payments	$	1,213	$	1,495
Software		397		407
Insurance		239		370
Data		143		513
Other		387		405
Total prepaid expenses	$	2,379	$	3,190

Retirement Plan

12 Months Ended

Dec. 31, 2024

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 $837 and $727 recorded in 2024 and 2023, respectively, for the Company’s contributions to the plan.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/715/tableOfContent

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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480266/715-60-50-3

+ Details

Summary of Significant Accounting Policies - Schedule of Changes in the Allowance for Credit Losses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of Changes in the Allowance for Credit Losses [Abstract]
Balance at beginning of year	$ 239	$ 352
Bad debt expense	208	666
Write-offs	(112)	(779)
Balance at end of year	$ 335	$ 239

Leases (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
Leases (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2024
Leases [Abstract]
Weighted average remaining lease term		2 years 7 months 24 days
Weighted average discount rate		7.10%
Cash paid for measurement of lease liabilities		$ 227
Operating lease payment payments on lease obligation	$ 91	260
Amortization right of use assets	$ 95	$ 237

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2024	Mar. 11, 2025	Jun. 30, 2024
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, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Documents Incorporated by Reference [Text Block]	Certain portions of the registrant’s definitive proxy statement, in connection with its 2025 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission within 120 days after December 31, 2024, 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			$ 179,568,360
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		18,490,385

Long-Term Debt (Details) - USD ($) $ in Thousands		12 Months Ended
Long-Term Debt (Details) - USD ($) $ in Thousands	Oct. 11, 2023	Dec. 31, 2024	Dec. 31, 2023
Long-Term Debt [Line Items]
Net proceeds (in Dollars)	$ 40,000
Amortization of debt issuance costs (in Dollars)		$ 835	$ 211
Prepayment premium		3.00%
Leverage ratio 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)		$ 4,000	1,700
Voluntary prepayments (in Dollars)		2,000	$ 1,200
Liquidation Basis of Accounting, Items Previously Not Recognized (in Dollars)		5,000
Medicx Health [Member]
Long-Term Debt [Line Items]
Amortization of debt issuance costs (in Dollars)		$ 2,270
Term Loan [Member]
Long-Term Debt [Line Items]
Term discount			1.25%
Term loan bears interest percentage		13.30%
Prepayment of premium and interest (in Dollars)		$ 66,804
Prepayments percentage		16.50%
First Anniversary [Member]
Long-Term Debt [Line Items]
Prepayment premium		2.00%
Second Anniversary [Member]
Long-Term Debt [Line Items]
Prepayment premium		1.00%
Third Anniversary [Member]
Long-Term Debt [Line Items]
Prepayment premium		0.00%
Maximum [Member]
Long-Term Debt [Line Items]
Percentage of per annum		4.00%
Federal Funds Rate [Member]
Long-Term Debt [Line Items]
Percentage of per annum		0.50%
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]
Long-Term Debt [Line Items]
Percentage of per annum		1.00%
Prime Rate [Member]
Long-Term Debt [Line Items]
Percentage of per annum		7.50%
Margin Rate [Member]
Long-Term Debt [Line Items]
Percentage of per annum		8.50%

Prepaid Expenses

12 Months Ended

Dec. 31, 2024

Prepaid Expenses [Abstract]

PREPAID EXPENSES

NOTE 5 – PREPAID EXPENSES

Prepaid expenses consisted of the following as of December 31, 2024 and 2023:

	2024		2023
Revenue share and exclusivity payments	$	1,213	$	1,495
Software		397		407
Insurance		239		370
Data		143		513
Other		387		405
Total prepaid expenses	$	2,379	$	3,190

Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
Income Taxes (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Income Taxes [Abstract]
Net operating loss carryforwards (in Dollars)	$ 11.6
Effective rate of tax expected	21.00%	21.00%

Prepaid Expenses - Schedule of Prepaid Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Schedule of Prepaid Expenses [Abstract]
Revenue share and exclusivity payments	$ 1,213	$ 1,495
Software	397	407
Insurance	239	370
Data	143	513
Other	387	405
Total prepaid expenses	$ 2,379	$ 3,190

Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - Intangible Assets [Member] - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Schedule of Intangible Assets [Line Items]
Gross Carrying Amount	$ 53,025	$ 55,702
Accumulated Amortization	7,509	6,306
Net	45,516	49,396
Patent rights [Member]
Schedule of Intangible Assets [Line Items]
Gross Carrying Amount	7,164	7,164
Accumulated Amortization	1,647	979
Net	$ 5,517	$ 6,185
Weighted Average Life Remaining	7 years 8 months 12 days	8 years 9 months 18 days
Technology assets [Member]
Schedule of Intangible Assets [Line Items]
Gross Carrying Amount	$ 9,711	$ 12,388
Accumulated Amortization	1,531	3,375
Net	$ 8,180	$ 9,013
Weighted Average Life Remaining	7 years 6 months	6 years 7 months 6 days
Tradename [Member]
Schedule of Intangible Assets [Line Items]
Gross Carrying Amount	$ 134	$ 134
Accumulated Amortization	12
Net	$ 122	$ 134
Weighted Average Life Remaining	9 years 8 months 12 days	10 years 8 months 12 days
Non-compete agreements [Member]
Schedule of Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,093	$ 1,093
Accumulated Amortization	1,093	1,093
Net
Weighted Average Life Remaining
Customer relationships [Member]
Schedule of Intangible Assets [Line Items]
Gross Carrying Amount	$ 34,923	$ 34,923
Accumulated Amortization	3,226	859
Net	$ 31,697	$ 34,064
Weighted Average Life Remaining	13 years 7 months 6 days	14 years 7 months 6 days
Total other [Member]
Schedule of Intangible Assets [Line Items]
Gross Carrying Amount	$ 36,150	$ 36,150
Accumulated Amortization	4,331	1,952
Net	$ 31,819	$ 34,198

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2024
Auditor [Table]
Auditor Name	UHY LLP
Auditor Firm ID	1195
Auditor Location	Sterling Heights, Michigan
Auditor Opinion [Text Block]	Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of OptimizeRx Corporation and Subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United Sates of America.

Retirement Plan (Details) - USD ($) $ in Thousands	12 Months Ended
Retirement Plan (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Retirement Plan [Line Items]
Total matches percentage	100.00%
Remaining matches percentage	50.00%
Contributions plan expense (in Dollars)	$ 837	$ 727
First Payroll [Member]
Retirement Plan [Line Items]
Payroll percentage	3.00%
Second Payroll [Member]
Retirement Plan [Line Items]
Payroll percentage	2.00%
Maximum [Member]
Retirement Plan [Line Items]
Payroll percentage	4.00%

Subsequent Events

12 Months Ended

Dec. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 18 – SUBSEQUENT EVENTS

None.

Related Party Transactions

12 Months Ended

Dec. 31, 2024

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 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, 2024.

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, 2024 and 2023, we have recognized $375 and $336, 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.

William J. Febbo, former Chief Executive Officer of OptimizeRx was appointed to LifeMD’s board of directors during Q2 2023. During the year ended December 31, 2024, there was revenue in the amount of $434 from contracts engaged with LifeMD. The contracts were sourced by LifeMD on behalf of their customers and are at market rates and 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Accounts receivable, net of allowance for credit losses (in Dollars)	$ 335	$ 239
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	20,194,697	19,899,679
Treasury stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Treasury stock, shares held	1,741,397	1,741,397

Summary of Significant Accounting Policies - Schedule of Never Paid Dividends and Does Not Expect to Pay Any Dividends in Future (Details) - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
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)	$ 2.89	$ 6.58
Minimum [Member]
Schedule of Pay Any Dividends in the Future [Line Items]
Risk free interest rate	3.52%	3.76%
Expected volatility	66.00%	67.00%
Maximum [Member]
Schedule of Pay Any Dividends in the Future [Line Items]
Risk free interest rate	4.59%	4.74%
Expected volatility	72.00%	72.00%

Major Customers and Vendors (Tables)

12 Months Ended

Dec. 31, 2024

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 2024 or 2023. No other customers accounted for more than 10% of revenue in either year presented.

	2024				2023
	$		%		$		%
Customer A		15,556		16.9		5,825		8.1
Customer B		12,760		13.9		10,275		14.4

The amounts in the table below reflect the amount of revenue generated through those channel partners.

	2024				2023
	$		%		$		%
Partner A		26,815		29.1		26,035		36.4
Partner B		25,978		28.2		13,955		19.5
Partner C		10,999		11.9		*		*

Less than 10% of revenue

Stock Based Compensation (Details) - USD ($) $ in Thousands			12 Months Ended
Stock Based Compensation (Details) - USD ($) $ in Thousands	Jun. 05, 2024	Apr. 16, 2023	Dec. 31, 2024	Dec. 31, 2023
Stock Based Compensation [Line Items]
Remaining expense (in Dollars)			$ 3,651
Weighted average period			2 years 1 month 6 days
Surrendered and cancelled shares			101,381	42,489
Surrendered and cancelled value (in Dollars)			$ 911	$ 459
Stock Options [Member]
Stock Based Compensation [Line Items]
Compensation expense (in Dollars)			4,783	$ 5,925
Stock expense (in Dollars)			$ 25
Restricted Stock Units [Member]
Stock Based Compensation [Line Items]
Number of shares available for grant			545,772	383,406
Compensation expense (in Dollars)			$ 6,683	$ 7,792
Stock granted amount (in Dollars)			$ 4,128	$ 4,715
Weighted average period			1 year 10 months 17 days
Expenses related to restricted stock (in Dollars)			$ 5,260
Restricted stock units expense (in Dollars)			$ 25
Minimum [Member] \| Restricted Stock Units [Member]
Stock Based Compensation [Line Items]
Weighted average period			1 year
Maximum [Member] \| Restricted Stock Units [Member]
Stock Based Compensation [Line Items]
Weighted average period			5 years
2013 Incentive Plan [Member]
Stock Based Compensation [Line Items]
Authorized shares			3,000,000
Number of shares available for grant
2013 Incentive Plan [Member] \| Stock Options [Member]
Stock Based Compensation [Line Items]
Underlying shares			234,512
2013 Incentive Plan [Member] \| Restricted Stock Units [Member]
Stock Based Compensation [Line Items]
Underlying shares			8,000
2021 Incentive Plan [Member]
Stock Based Compensation [Line Items]
Number of shares available for grant	1,950,000		1,161,064
Total shares	4,450,000
Fair market value rate, percentage			100.00%
2021 Incentive Plan [Member] \| Stock Options [Member]
Stock Based Compensation [Line Items]
Underlying shares			1,611,338
2021 Incentive Plan [Member] \| Restricted Stock Units [Member]
Stock Based Compensation [Line Items]
Underlying shares			686,326
Equity Award Modification [Member]
Stock Based Compensation [Line Items]
Stock granted amount (in Dollars)		$ 2,500
Vesting period		3 years
Stock issued new share during period (in Dollars)		$ 1,900
Equity Award Modification [Member] \| Chief Executive Officer [Member] \| Stock Options [Member]
Stock Based Compensation [Line Items]
Number of shares available for grant		161,698
Equity Award Modification [Member] \| Chief Executive Officer [Member] \| Restricted Stock Units [Member]
Stock Based Compensation [Line Items]
Number of shares available for grant		86,685
Number of shares cancelled		182,398
October 2021 Grant [Member] \| Chief Executive Officer [Member] \| Restricted Stock Units [Member]
Stock Based Compensation [Line Items]
Remaining expense (in Dollars)			$ 1,556
Non-Employee Directors [Member] \| Restricted Stock Units [Member]
Stock Based Compensation [Line Items]
Number of shares available for grant			64,896	50,305
Stock granted amount (in Dollars)			$ 750	$ 750

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (20,110)	$ (17,566)

- Definition

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

+ References

+ Details

Income Taxes - Schedule of Federal Income Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of Federal Income Tax [Abstract]
Current operations	$ 4,071	$ 5,284
State tax effect, net of federal benefit	696	569
Option exercise benefits (expenses), net of Section 162M limitations	(480)	(476)
Transaction costs		(360)
Goodwill impairment	(1,413)
Stock compensation	(2,531)	(2,624)
Other adjustments	(204)	45
Valuation allowance	(864)	5,160
Income tax (expense) benefit	(725)	7,598
Current tax benefit (expense) - Federal	(258)
Current tax benefit (expense) - State	(314)	(97)
Total current (expense)	(572)	(97)
Deferred tax (expense) benefit - Federal	(96)	6,489
Deferred tax (expense) benefit - State	(57)	1,206
Total deferred (expense) benefit	$ (153)	$ 7,695

Deferred Revenue

12 Months Ended

Dec. 31, 2024

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 $473 and $172 as of December 31, 2024 and 2023, 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, 2024.

Balance January 1, 2024	$	172
Revenue recognized		(18,204	)
Amount collected		18,505
Balance December 31, 2024	$	473

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

Balance January 1, 2023	$	164
Revenue recognized		(12,359	)
Amount collected		12,291
Amount acquired		76
Balance December 31, 2023	$	172

- 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
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
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-Section 50
-Paragraph 15
-Publisher FASB
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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+ Details

Consolidated Statement of Stockholders’ Equity - USD ($) $ in Thousands	Common Stock	Treasury Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2022	$ 18	$ (1)	$ 172,786	$ (46,692)	$ 126,111
Balance (in Shares) at Dec. 31, 2022	18,288,571	(1,214,398)
Options			5,925		5,925
Restricted stock			7,792		$ 7,792
For stock options exercised (in Shares)	24,668				24,668
For stock options exercised			181		$ 181
For acquisition	$ 2		12,090		12,092
For acquisition (in Shares)	1,444,581
For restricted stock units vested, net of cancelled units			(459)		(459)
For restricted stock units vested, net of cancelled units (in Shares)	141,859
Repurchase of common stock		$ (1)	(7,522)		(7,523)
Repurchase of common stock (in Shares)		(526,999)
Net loss for the year				(17,566)	(17,566)
Balance at Dec. 31, 2023	$ 20	$ (2)	190,793	(64,258)	126,553
Balance (in Shares) at Dec. 31, 2023	19,899,679	(1,741,397)
Options			4,783		4,783
Restricted stock			6,683		6,683
For restricted stock units vested, net of cancelled units			(911)		(911)
For restricted stock units vested, net of cancelled units (in Shares)	295,018
Net loss for the year				(20,110)	(20,110)
Balance at Dec. 31, 2024	$ 20	$ (2)	$ 201,348	$ (84,368)	$ 116,998
Balance (in Shares) at Dec. 31, 2024	20,194,697	(1,741,397)

Stock Based Compensation - Schedule of Restricted Stock Unit (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of Restricted Stock Unit [Line Items]
Number of RSUs, Outstanding Beginning	743,209	789,074
Weighted average grant date fair value, Outstanding Beginning	$ 18.62	$ 36.95
Number of RSUs, Granted	545,772	383,406
Weighted average grant date fair value, Granted	$ 7.56	$ 12.3
Number of RSUs, Forfeited	(198,256)	(244,923)
Weighted average grant date fair value, Forfeited	$ 17.76	$ 58.18
Number of RSUs, Vested and issued	(295,018)	(141,859)
Weighted average grant date fair value, Vested and issued	$ 17.84	$ 31.38
Number of RSUs, Withheld and cancelled	(101,381)	(42,489)
Weighted average grant date fair value, Withheld and cancelled	$ 18.03	$ 32.47
Number of RSUs, Outstanding ending	694,326	743,209
Weighted average grant date fair value, Outstanding ending	$ 10.62	$ 18.62
Weighted average remaining contractual life (years), Outstanding ending	2 years 1 month 6 days	1 year 8 months 12 days

Major Customers and Vendors

12 Months Ended

Dec. 31, 2024

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 2024 or 2023. No other customers accounted for more than 10% of revenue in either year presented.

	2024				2023
	$		%		$		%
Customer A		15,556		16.9		5,825		8.1
Customer B		12,760		13.9		10,275		14.4

Our accounts receivable included three agencies, that represented multiple customers, that individually made up more than 10% of our accounts receivable at December 31, 2024 in the percentages of 32.0%, 21.1% and 11.2%. As of December 31, 2023, our accounts receivable included two agencies, that represented multiple customers, that individually made up more than 10% of our accounts receivable in the percentages of 28.3% and 14.1%.

The Company generates a portion of its revenues through its EHR and eRx channel partners. There were three key channel partners and/or vendors through which 10% or greater of its revenue was generated in either 2024 or 2023 as set forth below. The amounts in the table below reflect the amount of revenue generated through those channel partners.

	2024				2023
	$		%		$		%
Partner A		26,815		29.1		26,035		36.4
Partner B		25,978		28.2		13,955		19.5
Partner C		10,999		11.9		*		*

Less than 10% of revenue

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Stockholders’ Equity (Details) - USD ($)	12 Months Ended
Stockholders’ Equity (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Stockholders’ Equity [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
Treasury common stock outstanding	1,741,397	1,741,397
Shares issued of common stock		24,668
Proceeds of common stock received amount (in Dollars)		$ 181,000
Restricted stock withholding shares	101,381	42,489
Restricted stock withholding value (in Dollars)	$ 911,000	$ 459,000
Share repurchase program authorized amount (in Dollars)			$ 15,000,000
Commissions paid on repurchases (in Dollars)		7,523,000
2013 Equity Incentive Plan [Member]
Stockholders’ Equity [Line Items]
Proceeds of common stock received amount (in Dollars)	$ 0	$ 181
Common Stock [Member]
Stockholders’ Equity [Line Items]
Common stock, shares authorized	166,666,667
Common stock, par value (in Dollars per share)	$ 0.001
Treasury common stock outstanding	18,453,300	18,158,282
Shares issued of common stock		24,668
Shares of common stock	295,018	141,859
Commissions paid on repurchases (in Dollars)
Common Stock [Member] \| 2013 Equity Incentive Plan [Member]
Stockholders’ Equity [Line Items]
Shares issued of common stock	0	(24,668)
Shares of common stock	295,018
Repurchased shares		526,999
Commissions paid on repurchases (in Dollars)		$ 7,522,000
Common Stock [Member] \| 2021 Equity Incentive Plan [Member]
Stockholders’ Equity [Line Items]
Shares of common stock		141,859

Acquisitions - Schedule of Pro-Forma Consolidated Statement of Operations (Details) - Medicx Health [Member] $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Schedule of Pro-Forma Consolidated Statement of Operations [Line Items]
Revenue	$ 97,066
Net loss	$ (18,616)

Related Party Transactions (Details) - USD ($) $ in Thousands		12 Months Ended
	Dec. 31, 2010	Dec. 31, 2024	Dec. 31, 2023
Related Party Transactions [Line Items]
Common stock option	$ 930
Revenue from contract		$ (18,204)	$ (12,359)
Eversana [Member]
Related Party Transactions [Line Items]
Revenue from contract		375	$ 336
LifeMD [Member]
Related Party Transactions [Line Items]
Revenue from contract		$ 434

Deferred Revenue - Schedule of Deferred Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of Deferred Revenue [Abstract]
Balance at begnning	$ 172	$ 164
Revenue recognized	(18,204)	(12,359)
Amount collected	18,505	12,291
Amount acquired		76
Balance at ending	$ 473	$ 172

Acquisitions - Schedule of Estimated Fair Value of Assets Acquired and Liabilities (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Assets Acquired
Cash	$ 941
Accounts receivable	6,028
Taxes receivable	1,036
Prepaid expenses and other	913
Property and equipment	33
Operating lease right-of-use assets	145
Deposits	10
Total Assets Acquired	57,106
Liabilities Assumed
Accounts payable	1,997
Accrued expenses	3,849
Lease liabilities	166
Deferred revenue	75
Deferred tax liabilities	12,033
Total Liabilities Assumed	18,120
Net assets acquired	38,986
Goodwill	56,993
Fair value of consideration transferred	95,979
Customer Relationships [Member]
Assets Acquired
Intangibles	34,000
Trademark and Patent [Member]
Assets Acquired
Intangibles	5,700
Technology [Member]
Assets Acquired
Intangibles	$ 8,300

Major Customers and Vendors - Schedule of Customers Accounted Percentage of Revenue (Details) - Customer Concentration Risk [Member] - Revenue Benchmark [Member] - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Customer A [Member]

Schedule of Customers Accounted Percentage of Revenue [Line Items]

Revenue

$ 15,556

$ 5,825

Revenue percentage

16.90%

8.10%

Customer B [Member]

Schedule of Customers Accounted Percentage of Revenue [Line Items]

Revenue

$ 12,760

$ 10,275

Revenue percentage

13.90%

14.40%

Partner A [Member]

Schedule of Customers Accounted Percentage of Revenue [Line Items]

Revenue

$ 26,815

$ 26,035

Revenue percentage

29.10%

36.40%

Partner B [Member]

Schedule of Customers Accounted Percentage of Revenue [Line Items]

Revenue

$ 25,978

$ 13,955

Revenue percentage

28.20%

19.50%

Partner C [Member]

Schedule of Customers Accounted Percentage of Revenue [Line Items]

Revenue

$ 10,999

^[1]

Revenue percentage

11.90%

^[1]

[1]	Less than 10% of revenue

Organization and Nature of Business (Details) pure in Millions	12 Months Ended
	Dec. 31, 2024
Organization and Nature of Business [Abstract]
Number of healthcare professionals	2

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

12 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Schedule of Lease Cost [Abstract]

Operating lease cost

$ 248

$ 96

Short-term lease cost

^[1]

Total lease cost

$ 250

$ 135

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

Goodwill and Intangible Assets - Schedule of Expected Future Amortization Expense of the Intangibles Assets (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Schedule of Expected Future Amortization Expense of the Intangibles Assets [Abstract]
2025	$ 4,258
2026	4,203
2027	3,906
2028	3,787
2029	3,787
Thereafter	25,575
Total	$ 45,516

Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Property and Equipment [Abstract]
Depreciation expense	$ 111	$ 100

Goodwill and Intangible Assets - Schedule of Carrying Amount of Goodwill on the Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule of Carrying Amount of Goodwill on the Consolidated Balance Sheet [Line Items]
Beginning Balance	$ 78,357	$ 22,674
Acquisitions		56,993
Disposal of business		(1,310)
Impairments	(7,488)
Beginning Ending	$ 70,869	$ 78,357

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

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- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Reference 1: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Acquisitions - Schedule of Acquisition Date Fair Value of Consideration Transferred (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($)
Schedule of Acquisition Date Fair Value of Consideration Transferred [Abstract]
Net cash transferred	$ 83,888
Fair value of common stock transferred	12,091
Fair value of consideration transferred	$ 95,979

Leases - Schedule of Future Minimum Lease Payments (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Schedule of Future Minimum Lease Payments [Abstract]
2025	$ 188
2026	115
2027	67
2028	45
2029
Total	415
Less: present value discount	38
Total lease liabilities	$ 377

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2024

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, 2024 and 2023, were as follows:

	2024			2023
Balance at beginning of year	$	239		$	352
Bad debt expense		208			666
Write-offs		(112	)		(779	)
Balance at end of year	$	335		$	239

Schedule of Disaggregation of Revenue by Timing of Revenue Recognition

A break down is set forth in the table below.

	2024		2023
Revenue recognized over time	$	85,469	$	63,527
Revenue recognized at a point in time		6,658		7,995
Total Revenue	$	92,127	$	71,522

Schedule of Never Paid Dividends and Does Not Expect to Pay Any Dividends in Future

The Company has never paid dividends and does not expect to pay any dividends in the future.

	2024			2023
Expected dividend yield		0	%		0	%
Risk free interest rate		3.52% - 4.59	%		3.76% - 4.74	%
Expected option term		3.5 years			3.5 years
Turnover/forfeiture rate		0	%		0	%
Expected volatility		66% - 72	%		67% - 72	%
Weighted average grant date fair value	$	2.89		$	6.58

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, 2024 and 2023 consisted of the following:

	Year ended December 31, 2024
	Net (Loss)			Shares		Per Share Amount
Basic EPS	$	(20,110	)		18,292,935	$	(1.10	)
Effect of dilutive securities		—			—		—
Diluted EPS	$	(20,110	)		18,292,935	$	(1.10	)

	Year ended December 31, 2023
	Net Income			Shares		Per Share Amount
Basic EPS	$	(17,566	)		17,124,801	$	(1.03	)
Effect of dilutive securities		—			—		—
Diluted EPS	$	(17,566	)		17,124,801	$	(1.03	)

Goodwill and Intangible Assets - Schedule of Estimated Useful Lives (Details)	Dec. 31, 2024
Tradenames [Member]
Schedule of Estimated Useful Lives [Line Items]
Amortized on a straight-line estimated useful lives	15 years
Customer Relationships [Member]
Schedule of Estimated Useful Lives [Line Items]
Amortized on a straight-line estimated useful lives	8 years
Minimum [Member] \| Patents [Member]
Schedule of Estimated Useful Lives [Line Items]
Amortized on a straight-line estimated useful lives	15 years
Minimum [Member] \| Non-compete agreements [Member]
Schedule of Estimated Useful Lives [Line Items]
Amortized on a straight-line estimated useful lives	2 years
Minimum [Member] \| Technology assets [Member]
Schedule of Estimated Useful Lives [Line Items]
Amortized on a straight-line estimated useful lives	3 years
Maximum [Member] \| Patents [Member]
Schedule of Estimated Useful Lives [Line Items]
Amortized on a straight-line estimated useful lives	17 years
Maximum [Member] \| Non-compete agreements [Member]
Schedule of Estimated Useful Lives [Line Items]
Amortized on a straight-line estimated useful lives	4 years
Maximum [Member] \| Technology assets [Member]
Schedule of Estimated Useful Lives [Line Items]
Amortized on a straight-line estimated useful lives	10 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (20,110)	$ (17,566)
Adjustments to reconcile net loss to net cash provided by / (used in) operating activities:
Depreciation and amortization	4,329	2,402
Impairment charges	7,489	6,738
Loss on disposal of business		2,142
Bad debt expense	208	666
Stock-based compensation	11,467	13,717
Amortization of debt issuance costs	835	211
Change in:
Accounts receivable	(2,168)	(8,713)
Prepaid expenses and other assets	811	(573)
Accounts payable	(72)	(1,320)
Revenue share payable	(453)	1,515
Accrued expenses and other liabilities	1,053	1,303
Deferred tax liabilities	1,449	(7,695)
Deferred loan fees	(250)
Deferred revenue	301	(67)
NET CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES	4,889	(7,240)
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchases of property and equipment	(112)	(87)
Proceeds from sale of property and equipment		10
Cash paid for acquisitions, net of cash acquired		(82,947)
Proceeds from sale of business		2,540
Purchase of short-term investments		(162,778)
Redemptions of short-term investments		218,709
Capitalized software development costs and other	(338)	(784)
NET CASH USED IN INVESTING ACTIVITIES	(450)	(25,337)
CASH FLOWS (USED IN) / PROVIDED BY FINANCING ACTIVITIES:
Proceeds from long-term debt, net of issuance costs		37,730
Repayment of long-term debt	(4,000)	(1,710)
Repurchase of common stock		(7,522)
Cash paid for employee withholding taxes related to the vesting of restricted stock units	(911)
Proceeds from exercise of stock options, net of cash paid for withholding taxes		(278)
NET CASH (USED IN) / PROVIDED BY FINANCING ACTIVITIES	(4,911)	28,220
NET DECREASE IN CASH AND CASH EQUIVALENTS	(472)	(4,357)
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD	13,852	18,209
CASH AND CASH EQUIVALENTS – END OF PERIOD	13,380	13,852
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	6,203	1,213
ROU assets obtained in exchange for lease obligations		460
Shares issued in connection with acquisition		12,091
Cash paid for income taxes	$ 161	$ 48

Acquisitions - Schedule of Identifiable Intangibles are Being Amortized on a Straight Line Basis (Details)	12 Months Ended
	Dec. 31, 2024
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
Minimum [Member] \| Technology intangibles [Member]
Schedule of Identifiable Intangibles are Being Amortized on a Straight Line Basis [Line Items]
Estimated useful lives	4 years
Maximum [Member] \| Technology intangibles [Member]
Schedule of Identifiable Intangibles are Being Amortized on a Straight Line Basis [Line Items]
Estimated useful lives	10 years