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STOCKHOLDERS’ EQUITY	12 Months Ended
STOCKHOLDERS’ EQUITY	Dec. 31, 2025
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' EQUITY	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, 2025. No shares were issued or outstanding in either 2025 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, 2025. There were 18,759,589 and 18,453,300 shares of common stock outstanding, net of shares held in treasury of 1,741,397 and 1,741,397, at December 31, 2025 and 2024, respectively. The Company issued 23,807 shares of our common stock and received proceeds of $352 in 2025 in connection with the exercise of options issued under our 2013 Incentive Plan (the “2013 Plan”) and our 2021 Equity Incentive Plan (the “2021 Plan”). We issued no shares of our common stock and received no proceeds in 2024 in connection with the exercise of options under our 2013 Plan and our 2021 Plan. The Company issued 282,482 shares of our common stock in 2025 and 295,018 shares of our common stock in 2024 in connection with the vesting of restricted stock units issued under our 2013 Plan and our 2021 Plan. 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 years ended December 31, 2025 and 2024, respectively, 83,837 and 101,381 shares, valued at $1,150 and $911, 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 years ended December 31, 2025 and 2024, the Company did not repurchase any of its outstanding shares of common stock.

- Definition

The entire disclosure for equity.

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+ Details

STOCK BASED COMPENSATION - Narrative (Details)			12 Months Ended
STOCK BASED COMPENSATION - Narrative (Details)	Jun. 05, 2024 shares	Apr. 06, 2023 USD ($) shares	Dec. 31, 2025 USD ($) plan shares	Dec. 31, 2024 USD ($) shares
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of stock-based compensation plans (in plans) \| plan			2
Weighted average remaining contractual life (years), exercisable			2 years 4 months 24 days
Stock-based compensation			$ 6,962,000	$ 11,467,000
Income tax benefit			1,818,000	725,000
Restricted stock units value			$ 6,319,000	$ 4,128,000
Restricted stock, shares issued net of shares for tax withholdings (in shares) \| shares			83,837	101,381
Restricted stock, value, shares issued net of tax withholdings			$ 1,150,000	$ 911,000
2013 Plan
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Shares available to grant (in shares) \| shares			0
Two Thousand Twenty One Incentive Plan
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Shares available to grant (in shares) \| shares	4,450,000		548,225
Common stock available for awards (in shares) \| shares	1,950,000
2021 Plan
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Percentage of fair market value of common stock			100.00%
Weighted average remaining contractual life (years), exercisable			10 years
Equity Award Modification
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Vesting period		3 years
Gross proceeds		$ 2,500,000
Stock issued during the period of new share value \| shares		1,900,000
Stock-based incentive compensation plan \| 2013 Plan
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Authorized shares (in shares) \| shares			3,000,000
Options
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock-based compensation			$ 2,826,000	$ 4,783,000
Remaining expense of unvested options			7,623,000
Income tax benefit			0
Share-based payment arrangement, amount capitalized			0
Intrinsic value of outstanding options			$ 5,228,000
Options \| Two Thousand Thirteen Incentive Plan
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Common stock, options (in shares) \| shares			133,678
Options \| Two Thousand Twenty One Incentive Plan
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Common stock, options (in shares) \| shares			2,232,255
Options \| Equity Award Modification \| Chief Executive Officer
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Shares available to grant (in shares) \| shares		161,698
Restricted stock units
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Weighted average remaining contractual life (years), exercisable			2 years 4 months 24 days
Granted (in shares) \| shares			419,356	545,772
RSU expense			$ 25,000	$ 25,000
Restricted stock units \| Share-Based Payment Arrangement, Nonemployee
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of shares granted (in shares) \| shares			49,340	64,896
Gross proceeds			$ 750,000	$ 750,000
Restricted stock units \| Director
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock-based compensation			$ 714,000	780,000
Vesting period			1 year
Restricted stock units \| Two Thousand Thirteen Incentive Plan
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Common stock, options (in shares) \| shares			4,000
Restricted stock units \| Two Thousand Twenty One Incentive Plan
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Common stock, options (in shares) \| shares			712,070
Restricted stock units \| Equity Award Modification \| Chief Executive Officer
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Shares available to grant (in shares) \| shares		86,685
Expense remaining to be recognized related to unvested options				1,556,000
Market-based restricted stock units (in shares) \| shares		182,398
Restricted stock
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock-based compensation			$ 4,136,000	6,683,000
Expense remaining to be recognized related to unvested options			$ 7,076,000
Weighted average remaining contractual life (years)			1 year 3 days
Restricted stock \| Minimum
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Vesting period			1 year
Restricted stock \| Maximum
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Vesting period			3 years
Performance Based Stock Options
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Stock-based compensation			$ 25,000	$ 25,000

STOCK BASED COMPENSATION - Schedule of total and vested options outstanding (Details) - $ / shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Options outstanding
Number of options (in shares)	2,365,933	1,845,850	1,555,061
Weighted average remaining contractual life (years)	3 years 3 months 18 days
Weighted average exercise price (in dollars per share)	$ 17.07	$ 18.32	$ 26.38
Vested options outstanding
Number of options (in shares)	1,062,545
Weighted average remaining contractual life (years)	2 years 4 months 24 days
Weighted average exercise price (in dollars per share)	$ 23.73
$4.83 to $10.00
Options outstanding
Lower exercise price limit (in dollars per share)	4.83
Higher exercise price limit (in dollars per share)	$ 10.00
Number of options (in shares)	767,117
Weighted average remaining contractual life (years)	3 years 9 months 18 days
Weighted average exercise price (in dollars per share)	$ 5.66
Vested options outstanding
Lower exercise price limit (in dollars per share)	4.83
High exercise price limit (in dollars per share)	$ 10.00
Number of options (in shares)	284,034
Weighted average remaining contractual life (years)	3 years 8 months 12 days
Weighted average exercise price (in dollars per share)	$ 5.92
$10.00 to $20.00
Options outstanding
Lower exercise price limit (in dollars per share)	10.00
Higher exercise price limit (in dollars per share)	$ 20.00
Number of options (in shares)	1,281,606
Weighted average remaining contractual life (years)	3 years 7 months 6 days
Weighted average exercise price (in dollars per share)	$ 14.99
Vested options outstanding
Lower exercise price limit (in dollars per share)	10.00
High exercise price limit (in dollars per share)	$ 20.00
Number of options (in shares)	466,572
Weighted average remaining contractual life (years)	2 years
Weighted average exercise price (in dollars per share)	$ 14.61
$20.00 to $40.00
Options outstanding
Lower exercise price limit (in dollars per share)	20.00
Higher exercise price limit (in dollars per share)	$ 40.00
Number of options (in shares)	76,822
Weighted average remaining contractual life (years)	8 months 12 days
Weighted average exercise price (in dollars per share)	$ 34.28
Vested options outstanding
Lower exercise price limit (in dollars per share)	20.00
High exercise price limit (in dollars per share)	$ 40.00
Number of options (in shares)	71,551
Weighted average remaining contractual life (years)	4 months 24 days
Weighted average exercise price (in dollars per share)	$ 35.30
$40.00 to $60.00
Options outstanding
Lower exercise price limit (in dollars per share)	40.00
Higher exercise price limit (in dollars per share)	$ 60.00
Number of options (in shares)	145,323
Weighted average remaining contractual life (years)	8 months 12 days
Weighted average exercise price (in dollars per share)	$ 47.97
Vested options outstanding
Lower exercise price limit (in dollars per share)	40.00
High exercise price limit (in dollars per share)	$ 60.00
Number of options (in shares)	145,323
Weighted average remaining contractual life (years)	8 months 12 days
Weighted average exercise price (in dollars per share)	$ 47.97
$60.00 to $96.70
Options outstanding
Lower exercise price limit (in dollars per share)	60.00
Higher exercise price limit (in dollars per share)	$ 96.70
Number of options (in shares)	95,065
Weighted average remaining contractual life (years)	8 months 12 days
Weighted average exercise price (in dollars per share)	$ 75.96
Vested options outstanding
Lower exercise price limit (in dollars per share)	60.00
High exercise price limit (in dollars per share)	$ 96.70
Number of options (in shares)	95,065
Weighted average remaining contractual life (years)	8 months 12 days
Weighted average exercise price (in dollars per share)	$ 75.96

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Revenue is Earned From Life Sciences Companies (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Revenue, Major Customer [Line Items]
Total revenue	$ 109,429	$ 92,127
Revenue recognized over time
Revenue, Major Customer [Line Items]
Total revenue	109,214	85,469
Revenue recognized at a point in time
Revenue, Major Customer [Line Items]
Total revenue	$ 215	$ 6,658

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

INCOME TAXES

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

INCOME TAXES

As of December 31, 2025, the Company had net operating loss (“NOLs”) carry-forwards for federal income tax purposes of approximately $8,500, 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 components of income (loss) before provision for income taxes are as follows for the years ended December 31, 2025 and 2024:


	2025	2024
Domestic	6,732	(18,953)
Foreign	218	(432)
Income (loss) before income taxes	6,950	$	(19,385)

The income tax expense are as follows for the years ended December 31, 2025 and 2024:


	2025		2024
Current tax expense - Federal	$	(167)	$	(258)
Current tax expense - State	(397)		(314)
Current tax expense - Foreign	(39)		—
Total current expense	(603)		(572)

Deferred tax expense - Federal	(1,145)		(96)
Deferred tax expense - State	(70)		(57)

Total deferred expense	(1,215)		(153)
Income tax expense	$	(1,818)	$	(725)

The differences between income taxes expected at the U.S. federal statutory income tax rate and income taxes reported were as follows for the year ended December 31, 2025:


	2025
	$		%
U.S. federal statutory tax rate	$	(1,451)	(21)
State and local income taxes, net of federal income tax effect (1)	(383)		(5.5)

Foreign tax effects
Croatia
Change in valuation allowance	394		5.7
True up	(394)		(5.7)
Other	7		0.1
Israel
Change in valuation allowance	127		1.8
True up	(127)		(1.8)




Change in valuation allowance	1,001		14.4

Nontaxable or nondeductible items

162M limitation	(88)		(1.3)
ISO stock options	(264)		(3.8)
Share-based compensation	(33)		(0.5)


Other adjustments
Prior year adjustments	(30)		(0.4)
Deferred true up - share based compensation	(680)		(9.8)
Deferred true up - accrued severance	228		3.3
Deferred true up - net operating loss	(122)		(1.8)
Other	$	(3)	—
Effective tax rate	$	(1,818)	(26.2)

(1) State taxes in California and New Jersey accounted for the majority (greater than 50%) of the tax effect in this category.

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


	2024
Federal income tax expense attributable to:
Current operations	$	4,071
State tax effect, net of federal benefit	696
Option exercise expenses, net of Section 162M limitations	(480)

Goodwill impairment	(1,413)
Stock compensation	(2,531)
Other adjustments	(204)
Valuation allowance	(864)
Income tax expense	$	(725)

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, 2025 and 2024:


	2025		2024
Deferred tax assets attributable to:
Net operating loss carryover	$	2,073	$	3,304
Stock compensation	2,421		3,121
Operating lease liability	118		105
Section 174 capitalized expenses	1,277		3,091

Tax credits	355		355
Goodwill	—		171
Section 163 (J) interest limitation	845		967
Other	245		559
Deferred tax assets	$	7,334	$	11,673

Deferred tax liabilities attributable to:
Intangibles	$	(10,564)	$	(11,760)
Operating lease right-of-use assets	(112)		(102)
Goodwill	(11)		—
Other	(69)		(82)
Deferred tax liabilities	(10,756)		(11,944)
Net deferred tax (liability) asset	$	(3,422)	$	(271)
Valuation allowance	(2,283)		(4,220)
Net deferred tax liabilities	$	(5,705)	$	(4,491)

The change in the valuation allowance is as follows for the years ended December 31, 2025 and 2024:


	2025		2024
Balance at beginning of year	$	4,220	$	3,356
Additions charged to expenses	—		864
Deductions from reserves	(1,937)		—
Balance at end of year	2,283		$	4,220

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 considered all available evidence, both positive and negative. In assessing the need for a valuation allowance in its federal and state taxing jurisdictions, management concluded that a partial valuation allowance was appropriate as of March 31, 2025. This determination was based on consideration of 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 Company maintains a valuation allowance related to non-qualified stock options and certain state tax credits, as management believes it is more likely than not, based on the weight of available evidence, that these deferred tax assets will not be realized.

The tax years 2022 to 2025 remain open for potential audit by the Internal Revenue Service. There are no uncertain tax positions as of December 31, 2025 or December 31, 2024, and none are expected in the next 12 months. The material jurisdictions where the Company is subject to potential examination by tax authorities include the United States and Croatia. 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 income taxes paid by the Company are as follows for the years ended December 31, 2025 and 2024:


	2025		2024
Federal	$	612	$	—
State	1,093		112
Foreign	55		49
Total income taxes paid	$	1,760	$	161

Income taxes paid (net of refunds) exceeds 5% of total income taxes paid (net of refunds) in the following jurisdictions for the years ended December 31, 2025 and 2024:


	2025		2024
State
California	$	229	$	—
Connecticut	—		18
Illinois	—		6
Indiana	169		—
Massachusetts	139		9
New Jersey	323		8
New York	—		9
Pennsylvania	99		19
Texas	—		15
Other	134		28

Foreign
Croatia	$	55	$	49
	$	1,148	$	161

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477617/942-740-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478822/944-740-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Subparagraph (SX 210.4-08(h)(2))
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Income Tax Examination [Line Items]
Net operating loss carryover	$ 2,073	$ 3,304
Domestic
Income Tax Examination [Line Items]
Net operating loss carryover	$ 8,500

LEASES

12 Months Ended

Dec. 31, 2025

Leases [Abstract]

LEASES

We had operating leases with terms greater than 12 months for office space in four multi-tenant facilities, which are recorded as operating lease right-of-use assets and operating lease liabilities within the consolidated balance sheets.

For the years ended December 31, 2025 and 2024, the Company’s lease cost consists of the following components, each of which is included in operating expenses within the consolidated statements of operations:


	2025		2024

Operating lease cost	$	240	$	248
Short-term lease cost (1)	—		2
Total lease cost	$	240	$	250


(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 in each of the next five fiscal years:


As of December 31, 2025
2026	$	213
2027	166
2028	79
2029	—
2030	—
Total	458
Less: present value discount	31
Total lease liabilities	$	427

The weighted average remaining lease term at December 31, 2025 for the operating leases is 2.26 years and the weighted average discount rate used in calculating the operating lease asset and liability is 6.3%. Cash paid for amounts included in the measurement of lease liabilities was $198 and $227 the years ended December 31, 2025 and 2024, respectively. For the years ended December 31, 2025 and 2024, payments on lease obligations were $229 and $260, respectively, and amortization on the right of use assets was $240 and $237, respectively.

PROPERTY AND EQUIPMENT - Schedule of property and equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Property, Plant and Equipment [Line Items]
Property and equipment	$ 457	$ 408
Less accumulated depreciation	351	258
Property and equipment, net	106	150
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment	403	354
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment	$ 54	$ 54

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

Schedule of components of income tax expense (benefit)

The components of income (loss) before provision for income taxes are as follows for the years ended December 31, 2025 and 2024:


	2025	2024
Domestic	6,732	(18,953)
Foreign	218	(432)
Income (loss) before income taxes	6,950	$	(19,385)

The income tax expense are as follows for the years ended December 31, 2025 and 2024:


	2025		2024
Current tax expense - Federal	$	(167)	$	(258)
Current tax expense - State	(397)		(314)
Current tax expense - Foreign	(39)		—
Total current expense	(603)		(572)

Deferred tax expense - Federal	(1,145)		(96)
Deferred tax expense - State	(70)		(57)

Total deferred expense	(1,215)		(153)
Income tax expense	$	(1,818)	$	(725)

Schedule of effective income tax rate reconciliation

The differences between income taxes expected at the U.S. federal statutory income tax rate and income taxes reported were as follows for the year ended December 31, 2025:


	2025
	$		%
U.S. federal statutory tax rate	$	(1,451)	(21)
State and local income taxes, net of federal income tax effect (1)	(383)		(5.5)

Foreign tax effects
Croatia
Change in valuation allowance	394		5.7
True up	(394)		(5.7)
Other	7		0.1
Israel
Change in valuation allowance	127		1.8
True up	(127)		(1.8)




Change in valuation allowance	1,001		14.4

Nontaxable or nondeductible items

162M limitation	(88)		(1.3)
ISO stock options	(264)		(3.8)
Share-based compensation	(33)		(0.5)


Other adjustments
Prior year adjustments	(30)		(0.4)
Deferred true up - share based compensation	(680)		(9.8)
Deferred true up - accrued severance	228		3.3
Deferred true up - net operating loss	(122)		(1.8)
Other	$	(3)	—
Effective tax rate	$	(1,818)	(26.2)

(1) State taxes in California and New Jersey accounted for the majority (greater than 50%) of the tax effect in this category.

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


	2024
Federal income tax expense attributable to:
Current operations	$	4,071
State tax effect, net of federal benefit	696
Option exercise expenses, net of Section 162M limitations	(480)

Goodwill impairment	(1,413)
Stock compensation	(2,531)
Other adjustments	(204)
Valuation allowance	(864)
Income tax expense	$	(725)

Schedule of deferred tax assets and liabilities

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, 2025 and 2024:


	2025		2024
Deferred tax assets attributable to:
Net operating loss carryover	$	2,073	$	3,304
Stock compensation	2,421		3,121
Operating lease liability	118		105
Section 174 capitalized expenses	1,277		3,091

Tax credits	355		355
Goodwill	—		171
Section 163 (J) interest limitation	845		967
Other	245		559
Deferred tax assets	$	7,334	$	11,673

Deferred tax liabilities attributable to:
Intangibles	$	(10,564)	$	(11,760)
Operating lease right-of-use assets	(112)		(102)
Goodwill	(11)		—
Other	(69)		(82)
Deferred tax liabilities	(10,756)		(11,944)
Net deferred tax (liability) asset	$	(3,422)	$	(271)
Valuation allowance	(2,283)		(4,220)
Net deferred tax liabilities	$	(5,705)	$	(4,491)

Schedule of valuation allowance

The change in the valuation allowance is as follows for the years ended December 31, 2025 and 2024:


	2025		2024
Balance at beginning of year	$	4,220	$	3,356
Additions charged to expenses	—		864
Deductions from reserves	(1,937)		—
Balance at end of year	2,283		$	4,220

Schedule of income tax paid (net of refunds)

The income taxes paid by the Company are as follows for the years ended December 31, 2025 and 2024:


	2025		2024
Federal	$	612	$	—
State	1,093		112
Foreign	55		49
Total income taxes paid	$	1,760	$	161

Income taxes paid (net of refunds) exceeds 5% of total income taxes paid (net of refunds) in the following jurisdictions for the years ended December 31, 2025 and 2024:


	2025		2024
State
California	$	229	$	—
Connecticut	—		18
Illinois	—		6
Indiana	169		—
Massachusetts	139		9
New Jersey	323		8
New York	—		9
Pennsylvania	99		19
Texas	—		15
Other	134		28

Foreign
Croatia	$	55	$	49
	$	1,148	$	161

LONG-TERM DEBT - Narrative (Details) - USD ($) $ in Thousands		12 Months Ended
	Oct. 11, 2023	Dec. 31, 2025	Dec. 31, 2024
Debt Instrument [Line Items]
Proceeds from debt, net of issuance costs	$ 40,000
Amortization of debt issuance costs		$ 1,110	$ 835
Debt instrument of prepayments premium	3.00%
Repayments of debt		8,000	$ 4,000
Basis points	0.26%
Liquidation basis of accounting, items previously not recognized	$ 5,000
Excess Cash Flow Multiplier, Twenty-Five Percentage Factor
Debt Instrument [Line Items]
Debt instrument, mandatory prepayment, percentage factor	25.00%
Debt instrument, covenant, leverage ratio, minimum	3.60
Excess Cash Flow Multiplier, Fifty Percentage Factor
Debt Instrument [Line Items]
Debt instrument, mandatory prepayment, percentage factor	50.00%
Excess Cash Flow Multiplier, Seventy-Five Percentage Factor
Debt Instrument [Line Items]
Debt instrument, mandatory prepayment, percentage factor	75.00%
Debt instrument, covenant, leverage ratio, minimum	4.10
Medics Health
Debt Instrument [Line Items]
Payments of debt issuance costs		$ 2,270
Maximum
Debt Instrument [Line Items]
Debt, investment rate interest rate	4.00%
Maximum \| Excess Cash Flow Multiplier, Fifty Percentage Factor
Debt Instrument [Line Items]
Debt instrument, covenant, leverage ratio, minimum	4.10
Minimum \| Excess Cash Flow Multiplier, Fifty Percentage Factor
Debt Instrument [Line Items]
Debt instrument, covenant, leverage ratio, minimum	3.60
Fed Funds Effective Rate Overnight Index Swap Rate
Debt Instrument [Line Items]
Debt, investment rate interest rate	0.50%
Prime Rate
Debt Instrument [Line Items]
Debt, investment rate interest rate	7.50%
Margin Rate
Debt Instrument [Line Items]
Debt, investment rate interest rate	8.50%
Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Debt, investment rate interest rate	1.00%
Term Loan
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage	1.25%
Long-term debt, percentage bearing fixed interest, percentage rate		12.50%
Effective interest rate		17.10%
First Anniversary
Debt Instrument [Line Items]
Debt instrument of prepayments premium	2.00%
Second Anniversary
Debt Instrument [Line Items]
Debt instrument of prepayments premium	1.00%
Third Anniversary
Debt Instrument [Line Items]
Debt instrument of prepayments premium	0.00%

GOODWILL AND INTANGIBLE ASSETS - Schedule of future amortization expenses of intangibles assets (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
2026	$ 4,156
2027	3,857
2028	3,709
2029	3,676
2030	3,676
Thereafter	21,722
Total	$ 40,796	$ 45,516

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Income Statement [Abstract]
Net revenue	$ 109,429	$ 92,127
Cost of revenues, exclusive of depreciation and amortization presented separately below	35,834	32,749
Gross profit	73,595	59,378
Operating expenses
Stock-based compensation	6,962	11,467
Impairment charges	368	7,489
Depreciation and amortization	4,327	4,329
Other general and administrative expenses	50,245	49,799
Total operating expenses	61,902	73,084
Income (loss) from operations	11,693	(13,706)
Other income (expense)
Interest expense	(5,294)	(6,160)
Other income	198	152
Interest income	353	329
Total other expenses, net	(4,743)	(5,679)
Income (loss) before provision for income taxes	6,950	(19,385)
Income tax expense	(1,818)	(725)
Net income (loss)	$ 5,132	$ (20,110)
Weighted average number of shares outstanding – basic (in shares)	18,555,343	18,292,935
Weighted average number of shares outstanding – diluted (in shares)	18,998,463	18,292,935
Income (loss) per share – basic (in dollars per share)	$ 0.28	$ (1.10)
Income (loss) per share – diluted (in dollars per share)	$ 0.27	$ (1.10)

STOCK BASED COMPENSATION - Schedule of option activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Number of Options
Outstanding, beginning balance (in shares)	1,845,850	1,555,061
Granted (in shares)	789,281	716,297
Exercised (in shares)	(23,807)	0
Expired or forfeited (in shares)	(245,391)	(425,508)
Outstanding, ending balance (in shares)	2,365,933	1,845,850
Exercisable (in shares)	1,062,545
Weighted average exercise price
Outstanding, beginning balance (in dollars per share)	$ 18.32	$ 26.38
Granted (in dollars per share)	15.29	5.56
Exercised (in dollars per share)	13.56	0
Expired or forfeited (in dollars per share)	19.94	26.31
Outstanding, ending balance (in dollars per share)	17.07	$ 18.32
Exercisable (in dollars per share)	$ 23.73
Additional Disclosures
Weighted average remaining contractual life (years)	3 years 3 months 18 days	3 years 4 months 24 days
Weighted average remaining contractual life (years), exercisable	2 years 4 months 24 days
Aggregate intrinsic value	$ 5,228	$ 10
Aggregate intrinsic value, exercisable	$ 1,802

INVESTMENT SECURITIES	12 Months Ended
INVESTMENT SECURITIES	Dec. 31, 2025
Investments, All Other Investments [Abstract]
INVESTMENT SECURITIES	INVESTMENT SECURITIES There were no investment securities held at December 31, 2025 and 2024.

RETIREMENT PLAN	12 Months Ended
RETIREMENT PLAN	Dec. 31, 2025
Retirement Benefits [Abstract]
RETIREMENT PLAN	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 were expenses of $951 and $837 recorded in 2025 and 2024, 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
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (o)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 60
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480126/715-20-S99-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 70
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480794/715-70-50-1

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 715
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

+ Details

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2025
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS Related party transactions include transactions between the Company and its stockholders, management, or affiliates. The following transactions were in the normal course of operations and were measured and recorded at the exchange amount, which is the amount of consideration established and agreed to by the parties. 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 rights on the consolidated balance sheets as of December 31, 2025. Jim Lang, one of our Board Members, in 2025, was the CEO of Eversana, a leading global provider of services to the life sciences industry. Eversana is similar to other customers from which we generate revenue, such as agencies or resellers. During the years ended December 31, 2025 and 2024, we have recognized $922 and $375, 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 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 2: 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 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

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

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-Publisher FASB
-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
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
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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
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

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

+ Details

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Related Party Transaction [Line Items]
Common stock options	$ 930
Eversana \| Related Party
Related Party Transaction [Line Items]
Revenue recognized	$ 922	$ 375
LifeMD \| Related Party
Related Party Transaction [Line Items]
Revenue recognized		$ 434

- 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

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-3

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

+ Details

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	false

DEFERRED REVENUE - Schedule of deferred revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Deferred Revenue [Roll Forward]
Beginning balance	$ 473	$ 172
Revenue recognized	(19,011)	(18,204)
Amount collected	19,041	18,505
Ending balance	$ 503	$ 473

PREPAID EXPENSES (Tables)

12 Months Ended

Dec. 31, 2025

Prepaid Expenses [Abstract]

Schedule of prepaid expenses

Prepaid expenses consisted of the following as of December 31, 2025 and 2024:


	2025		2024
Revenue share and exclusivity payments	$	1,208	$	1,213
Software	428		397
Insurance	226		239
Advertising and marketing	293		132
Benefits	179		150
Other	512		248
Total prepaid expenses	$	2,846	$	2,379

PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 102	$ 111

LEASES - Narrative (Details) $ in Thousands	12 Months Ended
LEASES - Narrative (Details) $ in Thousands	Dec. 31, 2025 USD ($) facility	Dec. 31, 2024 USD ($)
Leases [Abstract]
Number of leased facilities \| facility	4
Weighted average remaining lease term	2 years 3 months 3 days
Weighted average discount rate	6.30%
Cash paid	$ 198	$ 227
Payments on lease obligations	229	260
Amortization on the right	$ 240	$ 237

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
OPERATING ACTIVITIES:
Net income (loss)	$ 5,132	$ (20,110)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	4,327	4,329
Impairment charges	368	7,489
Bad debt expense	0	208
Stock-based compensation	6,962	11,467
Amortization of debt issuance costs	1,110	835
Change in:
Accounts receivable	460	(2,168)
Prepaid expenses and other assets	(467)	811
Accounts payable	(520)	(72)
Revenue share payable	(1,967)	(453)
Accrued expenses and other liabilities	3,374	1,053
Operating lease liabilities	12	0
Taxes receivable and payable	(1,070)	0
Deferred tax liabilities	1,214	1,449
Deferred loan fees	(250)	(250)
Deferred revenue	30	301
NET CASH PROVIDED BY OPERATING ACTIVITIES	18,715	4,889
INVESTING ACTIVITIES:
Purchases of property and equipment	(58)	(112)
Capitalized software development costs	126	(338)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	68	(450)
FINANCING ACTIVITIES:
Repayment of long-term debt	(8,000)	(4,000)
Cash paid for employee withholding taxes related to the vesting of restricted stock units	(1,150)	(911)
Proceeds from exercise of stock options, net of cash paid for withholding taxes	352	0
NET CASH USED IN FINANCING ACTIVITIES	(8,798)	(4,911)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	9,985	(472)
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD	13,380	13,852
CASH AND CASH EQUIVALENTS – END OF PERIOD	23,365	13,380
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	4,184	6,203
Cash paid for income taxes	$ 1,760	$ 161

GOODWILL AND INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of goodwill

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


Balance January 1, 2024	$	78,358
Acquisitions	—

Impairments	(7,489)
Balance January 1, 2025	$	70,869
Acquisitions	—
Impairments	—
Balance December 31, 2025	$	70,869

Schedule of intangibles on the consolidated sheets and estimated useful lives

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


	December 31, 2025
	Gross Carrying Amount		Accumulated Amortization		Net		Weighted Average Life Remaining
Patent rights	$	6,838	$	2,252	$	4,586	6.8
Technology assets	9,585		2,715		6,870		7.0
Other intangible assets

Non-compete agreements	1,093		1,093		—		0.0
Customer relationships	34,923		5,583		29,340		12.6
Total other	36,016		6,676		29,340
Total intangible assets	$	52,439	$	11,643	$	40,796


	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		—		0.0
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

Intangibles are being amortized on a straight-line basis over the following estimated useful lives.


Patents			15 – 17 years
Tradenames			15 years
Non-compete agreements			2 – 4 years
Customer relationships			8 years
Technology assets			3 – 10 years

Schedule of future amortization expenses of intangibles assets

Expected future amortization expense of the intangibles assets as of December 31, 2025 is as follows:


Year ended December 31,
2026	$	4,156
2027	3,857
2028	3,709
2029	3,676
2030	3,676
Thereafter	21,722
Total	$	40,796

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Section 50
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-2

+ Details

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	Our information security and risk management program is designed to identify, assess, and manage material risks from cybersecurity threats to our applications, computer networks, third-party hosted services, communications systems, hardware and software, and our critical data, including intellectual property, confidential information that is proprietary, strategic or competitive in nature, personal information, or PHI (collectively, “Information Systems”). Our information security program’s basis is a comprehensive set of policies and procedures covering various information security domains (collectively, “Information Security Policy”), including, but not limited to: •Access control, •Endpoint protection, •Third-party oversight, •Education, training, and awareness, •Network security, •Risk management, •Incident response, •Business continuity and disaster recovery, •Data protection and privacy, and •Other security domains. Our risk management process is based on a standard methodology, and risks are identified based on: •Annual risk assessments, •Information on past incidents, •Internal audits, •Security penetration tests, and •Other security assessments. All risks are documented in a central Risk Register and tracked for mitigation and other treatment decisions. Our information security program is audited annually against a well-known security framework, by an accredited third-party via the SOC 2 assessment, which covers the trust services criteria of security, confidentiality, privacy, and accessibility. Our external audits and assessments identify and evaluate material risks from cybersecurity threats against our overall business objectives on a periodic basis and form the basis of internal reports, which are shared with the management team, the Audit Committee of the Board (“Audit Committee”), and the Board to evaluate our overall enterprise risk. Our incident response program consists of an Incident Response Plan document and a cross-functional Incident Response Team, which are defined in our Information Security Policies. All workforce members are trained on incident reporting procedures, and there is a single point of contact for reporting all incidents. Incident response training is conducted annually, followed by a tabletop exercise. Our Incident Response Plan instructs personnel on how to notify our Incident Response Team in case of an incident. Our Vice President (“VP”) of Information Security is the point person for incident responses and coordinates mitigation and remediation of cybersecurity incidents. We log all incidents and response plans for purposes of internal documentation. We report critical incidents to the management team, the Audit Committee, and the Board. Our VP of Information Security is responsible for implementing the Information Security Policy on a day-to-day basis along with the Security Committee (as defined in the Information Security Policy), which includes the heads of the following departments, at a minimum: Information Security, Technology, Compliance, Product Management, Internal Audit, and Legal. We use third-party service providers to perform a variety of functions throughout our business, including, but not limited to infrastructure support and maintenance, customer relationship management, contract management, product development, data hosting, and miscellaneous finance and accounting projects. We assess our vendors with respect to cybersecurity risk according to the services provided, the sensitivity of the Information Systems at issue, and the provider’s identity. In appropriate cases, we will seek enhanced contractual obligations or guarantees related to cybersecurity on the service provider. Vendor risk assessments are performed before each vendor is engaged, and annual reviews are conducted to ensure vendors continue to meet security requirements. We also maintain technical errors and omissions insurance which includes a cyber incident endorsement of up to $20 million. This endorsement provides coverage for Network Security and Privacy, Privacy Regulation Proceeding, Privacy Event Expense Reimbursement, Extortion Demand Reimbursement, Data Restoration, Network Restoration, Business Interruption and System Failure. This coverage reimburses the most common costs for information security incidents, including attorney’s fees, consumer notification costs, and regulatory fines. To our knowledge, during 2025, there were no material cybersecurity incidents or threats that materially affected or are reasonably likely to materially affect the Company’s business strategy, results of operations, or financial condition. For more information on risks from cybersecurity threats that may materially affect the Company, see Item 1A. “Risk Factors”.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	Our information security and risk management program is designed to identify, assess, and manage material risks from cybersecurity threats to our applications, computer networks, third-party hosted services, communications systems, hardware and software, and our critical data, including intellectual property, confidential information that is proprietary, strategic or competitive in nature, personal information, or PHI (collectively, “Information Systems”). Our information security program’s basis is a comprehensive set of policies and procedures covering various information security domains (collectively, “Information Security Policy”), including, but not limited to: •Access control, •Endpoint protection, •Third-party oversight, •Education, training, and awareness, •Network security, •Risk management, •Incident response, •Business continuity and disaster recovery, •Data protection and privacy, and •Other security domains. Our risk management process is based on a standard methodology, and risks are identified based on: •Annual risk assessments, •Information on past incidents, •Internal audits, •Security penetration tests, and •Other security assessments. All risks are documented in a central Risk Register and tracked for mitigation and other treatment decisions.
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board of Directors Oversight [Text Block]	The Board’s oversight function includes cybersecurity risk management. The Board has three members with skills and experience in information security and cybersecurity through their experience as current and former executives of digital technology companies. The Board has tasked the Audit Committee with overseeing the Company’s cybersecurity risk management processes and determining which threats are likely to impact the Company’s strategy, business operations, and financial condition. Pursuant to its charter, the Audit Committee reviews the Company’s policies regarding information technology security and protection from cyber risks. In particular, the Audit Committee reviews with management the Company’s key IT Systems and evaluates the adequacy of the Company’s information security program, compliance, and controls. Our cybersecurity risk assessment and management processes are implemented and maintained by our VP of Information Security, our Senior VP of Internal Controls, and the Security Committee. For strategic decisions regarding cybersecurity, our VP of Information Security consults with our Chief Technology Officer, our Chief Financial Officer, our Chief Legal Officer, and our VP of Compliance. Our VP of Information Security is responsible for hiring appropriate personnel, performing vendor risk assessments, and communicating information security priorities to relevant personnel, so that we can build cybersecurity risk considerations into our business practices. Our VP of Information Security also plans related budgets, designs cybersecurity processes, and reviews security assessments and related reports.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	The Board has tasked the Audit Committee with overseeing the Company’s cybersecurity risk management processes and determining which threats are likely to impact the Company’s strategy, business operations, and financial condition.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	Pursuant to its charter, the Audit Committee reviews the Company’s policies regarding information technology security and protection from cyber risks. In particular, the Audit Committee reviews with management the Company’s key IT Systems and evaluates the adequacy of the Company’s information security program, compliance, and controls.
Cybersecurity Risk Role of Management [Text Block]	The Board’s oversight function includes cybersecurity risk management. The Board has three members with skills and experience in information security and cybersecurity through their experience as current and former executives of digital technology companies. The Board has tasked the Audit Committee with overseeing the Company’s cybersecurity risk management processes and determining which threats are likely to impact the Company’s strategy, business operations, and financial condition. Pursuant to its charter, the Audit Committee reviews the Company’s policies regarding information technology security and protection from cyber risks. In particular, the Audit Committee reviews with management the Company’s key IT Systems and evaluates the adequacy of the Company’s information security program, compliance, and controls. Our cybersecurity risk assessment and management processes are implemented and maintained by our VP of Information Security, our Senior VP of Internal Controls, and the Security Committee. For strategic decisions regarding cybersecurity, our VP of Information Security consults with our Chief Technology Officer, our Chief Financial Officer, our Chief Legal Officer, and our VP of Compliance. Our VP of Information Security is responsible for hiring appropriate personnel, performing vendor risk assessments, and communicating information security priorities to relevant personnel, so that we can build cybersecurity risk considerations into our business practices. Our VP of Information Security also plans related budgets, designs cybersecurity processes, and reviews security assessments and related reports.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	Our incident response program consists of an Incident Response Plan document and a cross-functional Incident Response Team, which are defined in our Information Security Policies. All workforce members are trained on incident reporting procedures, and there is a single point of contact for reporting all incidents. Incident response training is conducted annually, followed by a tabletop exercise. Our Incident Response Plan instructs personnel on how to notify our Incident Response Team in case of an incident. Our Vice President (“VP”) of Information Security is the point person for incident responses and coordinates mitigation and remediation of cybersecurity incidents. We log all incidents and response plans for purposes of internal documentation. We report critical incidents to the management team, the Audit Committee, and the Board. Our VP of Information Security is responsible for implementing the Information Security Policy on a day-to-day basis along with the Security Committee (as defined in the Information Security Policy), which includes the heads of the following departments, at a minimum: Information Security, Technology, Compliance, Product Management, Internal Audit, and Legal. Our cybersecurity risk assessment and management processes are implemented and maintained by our VP of Information Security, our Senior VP of Internal Controls, and the Security Committee. For strategic decisions regarding cybersecurity, our VP of Information Security consults with our Chief Technology Officer, our Chief Financial Officer, our Chief Legal Officer, and our VP of Compliance.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]	The Board has three members with skills and experience in information security and cybersecurity through their experience as current and former executives of digital technology companies.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]	The Board’s oversight function includes cybersecurity risk management. The Board has three members with skills and experience in information security and cybersecurity through their experience as current and former executives of digital technology companies. The Board has tasked the Audit Committee with overseeing the Company’s cybersecurity risk management processes and determining which threats are likely to impact the Company’s strategy, business operations, and financial condition.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]	true

GOODWILL AND INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Goodwill [Roll Forward]
Balance at the beginning of the period	$ 70,869	$ 78,358
Acquisitions	0	0
Impairments	0	(7,489)
Balance at the end of the period	$ 70,869	$ 70,869

- 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.

+ References

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+ Details

- Definition

Amount of impairment loss from 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.

+ References + Details

STOCK BASED COMPENSATION - Schedule of restricted stock awards (Details) - $ / shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Number of Options
Withheld and cancelled (in shares)	(31,293)	(101,381)
Weighted average grant date fair value
Withheld and cancelled (in dollars per share)	12.67	18.03
Restricted stock units
Number of Options
Outstanding, beginning balance (in shares)	694,326	743,209
Granted (in shares)	419,356	545,772
Forfeited (in shares)	(83,837)	(198,256)
Shares issued (in shares)		(295,018)
Vested and issued (in shares)	(282,482)
Outstanding, ending balance (in shares)	716,070	694,326
Weighted average grant date fair value
Outstanding, beginning balance (in dollars per shares)	$ 12.07	$ 10.62	$ 18.62
Granted (in dollars per share)	15.07	7.56
Forfeited (in dollars per share)	13.39	17.76
Shares issued (in dollars per share)		17.84
Vested and issued (in dollars per share)	12.80
Outstanding, ending balance (in dollars per shares)	$ 12.07	$ 10.62
Weighted average remaining contractual life (years)	2 years 1 month 6 days	2 years 1 month 6 days

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

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

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 OptimizeRx d.o.o. (formerly known as CareSpeak Communications d.o.o.), a controlled foreign corporation incorporated in Croatia. Collectively, these companies are referred to as “OptimizeRx” or the “Company.” All material intercompany transactions have been eliminated.

Segment Reporting

We operate in one reportable segment and use consolidated net income (loss) as our measure of segment profit and loss. Overall, our business involves connecting life sciences companies to patients and providers. We have a common customer base of life sciences customers geographically located in the U.S. for all of our solutions, which primarily focus on all communications between our life sciences customers and with healthcare providers or patients. 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.

Our chief operating decision maker (“CODM”) is our Chief Executive Officer (“CEO”). 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 statements 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 the 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 statements of operations for segment expenses, of which the significant expenses are related to cost of revenues, exclusive of depreciation and amortization, and operating expenses. Since we operate as a single reportable segment, the measure of segment profit or loss and related financial information are consistent with the amounts presented in 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 foreign subsidiary in Croatia in the local currency, which is the Euro. 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 statements 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.

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 in order to identify issues which may impact the collectability of these receivables or reserve estimates. If current 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. Provision for credit losses was $0 and $208 for the years ended December 31, 2025 and 2024, respectively. The allowance for credit losses was $260 and $335 as of December 31, 2025 and 2024, respectively.

The changes in the allowance for credit losses in each of the years ended December 31, 2025 and 2024, were as follows:


	2025		2024
Balance at beginning of year	$	335	$	239
Provision for credit losses	—		208
Write-offs	(75)		(112)
Balance at end of year	$	260	$	335

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 $3,943, and $3,241, at December 31, 2025 and 2024, 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 $368 and $0 against the value of our intangible assets during the years ended December 31, 2025 and 2024, 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 $0 and $7,489 against the value of our goodwill during the years ended December 31, 2025 and 2024, respectively.

Revenue Recognition

Under ASC 606, Revenue from Contracts with Customers (“ASC 606”), 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: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when or as the performance obligations are satisfied.

Revenues are primarily generated from content delivery activities in which we deliver financial, clinical, or brand messaging through a distribution network of e-prescribers 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 also generates revenue through data subscriptions. Data subscriptions can be contracted on a stand-alone basis or as a complement to content delivery. Additional services include set up and reporting. We consider these services to be complimentary to the primary performance obligation and recognized through performance of delivery of content or data.

We have certain contracts which are satisfied at a point in time, primarily for consulting projects or NPI data target lists. For such contracts, we recognize revenue upon delivery of the related data, study or report.

The Company’s contracts generally all have terms of 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. The net contract balance for contracts in progress at December 31, 2025 and 2024 was $5,615 and $4,288, respectively. The outstanding performance obligations are expected to be satisfied during the year ended December 31, 2026.

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's 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 each of the years ended December 31, 2025 and 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 contract. 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. 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.

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 include 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. In instances where we resell these messaging solutions and have all financial risk and significant operation input and risk, we record the revenue based on the gross amount sold and the amount paid to the channel partner as a cost of revenues. The amount of revenue recognized on a net basis was $13,642 and $10,999 for the years ended December 31, 2025 and 2024, respectively.

Disaggregation of Revenue

Consistent with ASC 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.


	2025		2024
Revenue recognized over time	$	109,214	$	85,469
Revenue recognized at a point in time	215		6,658
Total revenue	$	109,429	$	92,127

Cost of Revenues

Cost of revenues includes primarily revenue-share expense and data acquisition costs. 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 a channel partner network, we provide a revenue-share to compensate the channel partner for its 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. As our solution mix has expanded and our revenues have grown, financial messaging has become a smaller percentage of our revenues and these payments to ConnectiveRx, a smaller portion of our revenue-share. The contractual amount due to the channel partners is recorded as an expense at the time the message is distributed. Data acquisition costs consist primarily of the costs to acquire data through flat-fee data licensing agreements. Data acquisition costs are amortized over the period for which we have access to the data.

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, 2025 and 2024, the Company had $22,980 and $12,973, 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, 2025 and 2024.

Advertising Costs

The Company expenses advertising costs as incurred. Advertising costs, included in Other general and administrative expenses, were $454 and $1,049, for the years ended December 31, 2025 and 2024, 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 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. Forfeiture rate is assumed to be zero and recognized as incurred.


	2025			2024
Expected dividend yield	0		%	0		%
Risk free interest rate	3.66% - 4.01%			3.52% - 4.59%
Expected option term	3.5 years - 4.0 years			3.5 years
Turnover/forfeiture rate	0		%	0		%
Expected volatility	75% - 78%			66% - 72%
Weighted average grant date fair value	$	8.99		$	2.89

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.

Earnings (Loss) Per Common and Common Equivalent Share

Basic earnings (loss) per common share (“EPS”) is computed using the weighted average number of common shares outstanding during the year. The computation of diluted earnings (loss) 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 issuable upon the exercise of certain awards that were included in the diluted earnings per common share calculation in 2025 was 288,639 related to options, and 154,481 related to restricted stock units, for a total of 443,120. 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 was 212,798 related to options, and 78,203 related to restricted stock units, for a total of 291,001, because they are anti-dilutive, as a result of the net loss incurred in the year ended December 31, 2024.

The computation of weighted average shares outstanding and the basic and diluted earnings (loss) per common share for the years ended December 31, 2025 and 2024 consisted of the following:


	Year Ended December 31, 2025
	Net Income		Shares	Per Share Amount
Basic EPS	$	5,132	18,555,343	$	0.28
Effect of dilutive securities	—		443,120	—
Diluted EPS	$	5,132	18,998,463	$	0.27


	Year Ended December 31, 2024
	Net Income (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)

Recently Issued Accounting Guidance

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 and the Company elected to apply the standard prospectively. The requirements of this ASU are disclosure-related and the adoption of this standard did not have a material effect on our consolidated financial position, results of operations, or cash flows.

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 standard was effective for the Company’s fiscal year beginning January 1, 2025 and the Company elected to apply the

standard prospectively. The requirements of this ASU are disclosure-related and the adoption of this standard did not have a material effect on our consolidated financial position, results of operations, or cash flows.

In July 2025, the FASB issued ASU No. 2025-05 (“ASU 2025-05”), ASU No. 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 provides (1) all entities with a practical expedient and (2) entities other than public business entities, with an accounting policy election when estimating credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. If elected, this expedient removes the requirement, when estimating expected credit losses, to consider changes in forecasted macroeconomic conditions, such as changes in unemployment rates or gross domestic product growth. Instead, companies electing the expedient may assume that current conditions as of the balance sheet date will not change for the remaining life of the asset. This authoritative guidance is effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company adopted the practical expedient of ASU 2025-05 on October 1, 2025 and elected to apply the standard prospectively. The adoption had no material impact on our consolidated financial position, results of operations, or cash flows.

Not Yet Adopted

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.

In September 2025, the FASB issued ASU No. 2025-06 (“ASU 2025-06”), ASU No. 2025-06, Intangibles—Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 updates the cost capitalization threshold for internal-use software development costs by removing all references to software project development stages and providing new guidance on how to evaluate whether the probable-to-complete recognition threshold has been met. This authoritative guidance is effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods. The Company is currently evaluating the effect of this new guidance on its consolidated financial statements.

PROPERTY AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2025

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

The Company owned equipment recorded at cost, which consisted of the following as of December 31, 2025 and 2024:


	2025		2024
Computer equipment	$	403	$	354
Furniture and fixtures	54		54
	457		408
Less accumulated depreciation	351		258
Property and equipment, net	$	106	$	150

GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill impairment	$ 0	$ 7,489
Impairment of intangible assets	368	0
Asset impairment	368
Amortization expense	$ 4,225	$ 4,218

- Definition

The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Subparagraph (b)
-SubTopic 10
-Topic 230
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-Section 50
-Paragraph 6
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476148/220-40-50-6

+ Details

- Definition

+ References + Details

DEFERRED REVENUE - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Revenue Recognition and Deferred Revenue [Abstract]
Deferred revenue	$ 503	$ 473	$ 172

STOCK BASED COMPENSATION

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

STOCK BASED COMPENSATION

The Company sponsors two stock-based incentive compensation plans.

In June 2013, the Board approved and adopted, and the Company’s stockholders approved, the 2013 Plan, which was subsequently amended and approved in 2016, 2018, 2019, and 2020. The 2013 Plan, as amended, authorized the issuance of 3,000,000 shares of Company common stock. In connection with the adoption of a new plan in 2021, the Company froze the 2013 Plan. A total of 133,678 shares of common stock underlying options and 4,000 shares of common stock underlying restricted stock unit awards were outstanding under the 2013 Plan at December 31, 2025. At December 31, 2025, there were no shares available for future grant under the 2013 Plan.

In 2021, the Board approved and adopted the 2021 Plan. The 2021 plan was 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 Plan to increase the number of shares of common stock available for awards under the 2021 Plan by 1,950,000 shares for a total of 4,450,000 shares. A total of 2,232,255 shares of common stock underlying options and 712,070 shares of common stock underlying restricted stock unit awards were outstanding under the 2021 Plan at December 31, 2025. At December 31, 2025, 548,225 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 stock 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, 2025 and 2024, was $2,826 and $4,783, respectively. There is $7,623 of expense remaining to be recognized over a weighted average period of 2.4 years related to options outstanding at December 31, 2025. No income tax benefit was recognized in the consolidated statements of operations and no compensation was capitalized in any of the years presented. The total

intrinsic value of outstanding options at December 31, 2025 was $5,228. The fair value of these instruments was calculated using the Black-Scholes option pricing model.

From time to time, the Company grants 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 and $25 in expense related to these options recorded during the years ended December 31, 2025 and 2024, respectively. The fair value of these instruments was calculated using the Black-Scholes option pricing model.

The Company had the following option activity during the years ended December 31, 2025 and 2024:


	Number of Options	Weighted average exercise price		Weighted average remaining contractual life (years)	Aggregate intrinsic value $
Outstanding at January 1, 2024	1,555,061	$	26.38
Granted	716,297	$	5.56
Exercised	—	$	—
Expired or forfeited	(425,508)	$	26.31
Outstanding at December 31, 2024	1,845,850	$	18.32	3.4	$	10
Granted	789,281	$	15.29
Exercised	(23,807)	$	13.56
Expired or forfeited	(245,391)	$	19.94
Outstanding, December 31, 2025	2,365,933	$	17.07	3.3	$	5,228
Exercisable, December 31, 2025	1,062,545	$	23.73	2.4	$	1,802

The table below reflects information for the total options outstanding at December 31, 2025.


Range of Exercise Prices	Number of Options	Weighted average remaining contractual life (years)	Weighted average exercise price
$4.83 to $10.00	767,117	3.8	$	5.66
$10.00 to $20.00	1,281,606	3.6	$	14.99
$20.00 to $40.00	76,822	0.7	$	34.28
$40.00 to $60.00	145,323	0.7	$	47.97
$60.00 to $96.70	95,065	0.7	$	75.96
Total	2,365,933	3.3	$	17.07

The table below reflects information for the vested options outstanding at December 31, 2025.


Range of Exercise Prices	Number of Options	Weighted average remaining contractual life (years)	Weighted average exercise price
$4.83 to $10.00	284,034	3.7	$	5.92
$10.00 to $20.00	466,572	2.0	$	14.61
$20.00 to $40.00	71,551	0.4	$	35.30
$40.00 to $60.00	145,323	0.7	$	47.97
$60.00 to $96.70	95,065	0.7	$	75.96
Total	1,062,545	2.4	$	23.73

A summary of the status of the Company’s non-vested options as of December 31, 2025, and changes during the year ended December 31, 2025, is presented below.


Nonvested Options	Options	Weighted average exercise price
Nonvested at January 1, 2025	1,032,363	$	8.69
Granted	789,281	$	15.29
Vested	(461,966)	$	11.30
Forfeited	(56,290)	$	11.52
Nonvested at December 31, 2025	1,303,388	$	11.63

Restricted Stock Units

The Company had the following restricted stock unit (“RSU”) activity during the years ended December 31, 2025 and 2024:


	Number of RSUs	Weighted average grant date fair value		Weighted average remaining contractual life (years)
Outstanding at January 1, 2024	743,209	$	18.62
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
Granted	419,356	$	15.07
Forfeited	(83,837)	$	13.39
Vested and issued	(282,482)	$	12.80
Withheld and cancelled	(31,293)	$	12.67
Outstanding at December 31, 2025	716,070	$	12.07	2.1

The Company granted 419,356 and 545,772 RSUs in 2025 and 2024, respectively, valued at $6,319 and $4,128, respectively. RSUs vest over a period of 1 year to 3 years. The Company recognized expense of $4,136 and $6,683 in 2025 and 2024, respectively, related to RSUs. A total of $7,076 remains to be recognized at December 31, 2025 over a weighted average period of 1.01 years. The fair value of these instruments is based on the closing price of our common stock as reported on the Nasdaq Capital Market on the date of grant.

During the years ended December 31, 2025 and 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 years ended December 31, 2025 and 2024, respectively, 83,837 and 101,381 shares, valued at $1,150 and $911, were surrendered and subsequently cancelled.

From time to time, the Company grants certain performance based RSUs, the expense for which will be recorded over time once the achievement of the performance is deemed probable. There was $25 and $25 in expense related to these RSUs recorded during the years ended December 31, 2025 and 2024, respectively. The fair value of these instruments is based on the closing price of our common stock as reported on the Nasdaq Capital Market on the date of grant.

Non-employee Directors Compensation

The director’s compensation program calls for the grant of RSUs with a one year vesting period. The Company granted 49,340 and 64,896 RSUs, valued at $750 and $750, to the non-employee directors in 2025 and 2024, respectively. There was $714 and $780 included in the compensation expense discussed above related to director's compensation for the years ended December 31, 2025 and 2024, respectively.

Equity Award Modification

On April 16, 2023, the Compensation Committee approved a grant to the Company’s then CEO of 86,685 RSUs and 161,698 stock options with a grant date fair value of $2,500 to vest over a three years period. Concurrently, the then CEO forfeited his October 2021 grant of 182,398 market-based RSUs. The forfeiture and accompanying grant were 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.

COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	Dec. 31, 2025 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Total future minimum payment amount	$ 29,761
Minimum payment due year one	13,536
Minimum payment due year two	12,125
Minimum payment due year three	$ 4,100

SUBSEQUENT EVENTS (Details) $ in Thousands	Mar. 02, 2026 USD ($)	Mar. 05, 2026 USD ($)	Mar. 31, 2025 USD ($)
Subsequent Event [Line Items]
Repurchase authorized amount			$ 15,000
Subsequent Event
Subsequent Event [Line Items]
Extension period	2 years
Repurchase authorized amount	$ 10,000	$ 10,000
Share repurchase program, premium, percentage	0.01

LEASES - Schedule of future minimum lease payments (Details) $ in Thousands	Dec. 31, 2025 USD ($)
Leases [Abstract]
2026	$ 213
2027	166
2028	79
2029	0
2030	0
Total	458
Less: present value discount	31
Total lease liabilities	$ 427

DEFERRED REVENUE

12 Months Ended

Dec. 31, 2025

Revenue Recognition and Deferred Revenue [Abstract]

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 $503 and $473 as of December 31, 2025 and 2024,

respectively. These contracts are all short term in nature and all revenue is expected to be recognized within 12 months, or less. The following is a summary of activity in the deferred revenue account for the year ended December 31, 2025.


Balance January 1, 2025	$	473
Revenue recognized	(19,011)
Amount collected	19,041

Balance December 31, 2025	$	503

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

- 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 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-7

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/606/tableOfContent

+ Details

PREPAID EXPENSES - Schedule of Prepaid Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Prepaid Expenses [Abstract]
Revenue share and exclusivity payments	$ 1,208	$ 1,213
Software	428	397
Insurance	226	239
Advertising and marketing	293	132
Benefits	179	150
Other	512	248
Total prepaid expenses	$ 2,846	$ 2,379

MAJOR CUSTOMERS AND VENDORS (Tables)

12 Months Ended

Dec. 31, 2025

Risks and Uncertainties [Abstract]

Schedule of customers accounted revenue and percentage of revenue

The Company had the following customers that accounted for 10% or greater of revenue in either 2025 or 2024. No other customers accounted for more than 10% of revenue in either year presented.


	2025		2024
	$	%	$	%
Customer A	14,465	13.2	15,556	16.9
Customer B	12,361	11.3	12,760	13.9
Customer C	10,902	10.0	*	*

* Less than 10% of revenue

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 2025 or 2024 as set forth below. The amounts in the table below reflect the amount of revenue generated through those channel partners.


	2025		2024
	$	%	$	%
Partner A	48,255	44.1	26,815	29.1
Partner B	19,417	17.7	25,978	28.2

Partner C	11,114	10.2	10,999	11.9

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Allowance For Credit Losses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance at beginning of year	$ 335	$ 239
Provision for credit losses	0	208
Write-offs	(75)	(112)
Balance at end of year	$ 260	$ 335

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Expected Dividends (Details) - $ / shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%	0.00%
Risk free interest rate, minimum	3.66%	3.52%
Risk free interest rate, maximum	4.01%	4.59%
Expected option term		3 years 6 months
Turnover/forfeiture rate	0.00%	0.00%
Expected volatility, minimum	75.00%	66.00%
Expected volatility, maximum	78.00%	72.00%
Weighted average grant date fair value (in dollars per share)	$ 8.99	$ 2.89
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected option term	3 years 6 months
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected option term	4 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2025
Accounting Policies [Abstract]
Basis of Presentation	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	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	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 OptimizeRx d.o.o. (formerly known as CareSpeak Communications d.o.o.), a controlled foreign corporation incorporated in Croatia. Collectively, these companies are referred to as “OptimizeRx” or the “Company.” All material intercompany transactions have been eliminated.
Segment reporting	Segment Reporting We operate in one reportable segment and use consolidated net income (loss) as our measure of segment profit and loss. Overall, our business involves connecting life sciences companies to patients and providers. We have a common customer base of life sciences customers geographically located in the U.S. for all of our solutions, which primarily focus on all communications between our life sciences customers and with healthcare providers or patients. 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. Our chief operating decision maker (“CODM”) is our Chief Executive Officer (“CEO”). 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 statements 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 the 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 statements of operations for segment expenses, of which the significant expenses are related to cost of revenues, exclusive of depreciation and amortization, and operating expenses. Since we operate as a single reportable segment, the measure of segment profit or loss and related financial information are consistent with the amounts presented in the consolidated financial statements.
Reclassifications	Reclassifications Certain items in the previous year financial statements have been reclassified to match the current year presentation.
Foreign Currency	Foreign Currency The Company’s functional currency is the U.S. dollar, however it pays certain expenses related to its foreign subsidiary in Croatia in the local currency, which is the Euro. 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 statements of operations due to any fluctuations in the exchange rate.
Cash and Cash Equivalents	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.
Investments	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 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 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 in order to identify issues which may impact the collectability of these receivables or reserve estimates. If current 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.
Property and Equipment	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	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 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.
Goodwill	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 $0 and $7,489 against the value of our goodwill during the years ended December 31, 2025 and 2024, respectively.
Revenue Recognition and Disaggregation of Revenue	Revenue Recognition Under ASC 606, Revenue from Contracts with Customers (“ASC 606”), 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: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when or as the performance obligations are satisfied. Revenues are primarily generated from content delivery activities in which we deliver financial, clinical, or brand messaging through a distribution network of e-prescribers 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 also generates revenue through data subscriptions. Data subscriptions can be contracted on a stand-alone basis or as a complement to content delivery. Additional services include set up and reporting. We consider these services to be complimentary to the primary performance obligation and recognized through performance of delivery of content or data. We have certain contracts which are satisfied at a point in time, primarily for consulting projects or NPI data target lists. For such contracts, we recognize revenue upon delivery of the related data, study or report. The Company’s contracts generally all have terms of 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. The net contract balance for contracts in progress at December 31, 2025 and 2024 was $5,615 and $4,288, respectively. The outstanding performance obligations are expected to be satisfied during the year ended December 31, 2026. 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's 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 each of the years ended December 31, 2025 and 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 contract. 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. 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. 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 include 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. In instances where we resell these messaging solutions and have all financial risk and significant operation input and risk, we record the revenue based on the gross amount sold and the amount paid to the channel partner as a cost of revenues. The amount of revenue recognized on a net basis was $13,642 and $10,999 for the years ended December 31, 2025 and 2024, respectively. Disaggregation of Revenue Consistent with ASC 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.
Cost of Revenues	Cost of Revenues Cost of revenues includes primarily revenue-share expense and data acquisition costs. 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 a channel partner network, we provide a revenue-share to compensate the channel partner for its 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. As our solution mix has expanded and our revenues have grown, financial messaging has become a smaller percentage of our revenues and these payments to ConnectiveRx, a smaller portion of our revenue-share. The contractual amount due to the channel partners is recorded as an expense at the time the message is distributed. Data acquisition costs consist primarily of the costs to acquire data through flat-fee data licensing agreements. Data acquisition costs are amortized over the period for which we have access to the data.
Income Taxes	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	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.
Research and Development	Research and Development The Company expenses research and development expenses as incurred.
Advertising Costs	Advertising Costs The Company expenses advertising costs as incurred.
Stock-based Compensation	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 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. Forfeiture rate is assumed to be zero and recognized as incurred. 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.
Earnings (Loss) Per Common and Common Equivalent Share	Earnings (Loss) Per Common and Common Equivalent Share Basic earnings (loss) per common share (“EPS”) is computed using the weighted average number of common shares outstanding during the year. The computation of diluted earnings (loss) 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.
Recently Issued Accounting Guidance And Guidance Not Yet Adopted	Recently Issued Accounting Guidance 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 and the Company elected to apply the standard prospectively. The requirements of this ASU are disclosure-related and the adoption of this standard did not have a material effect on our consolidated financial position, results of operations, or cash flows. 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 standard was effective for the Company’s fiscal year beginning January 1, 2025 and the Company elected to apply the standard prospectively. The requirements of this ASU are disclosure-related and the adoption of this standard did not have a material effect on our consolidated financial position, results of operations, or cash flows. In July 2025, the FASB issued ASU No. 2025-05 (“ASU 2025-05”), ASU No. 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 provides (1) all entities with a practical expedient and (2) entities other than public business entities, with an accounting policy election when estimating credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. If elected, this expedient removes the requirement, when estimating expected credit losses, to consider changes in forecasted macroeconomic conditions, such as changes in unemployment rates or gross domestic product growth. Instead, companies electing the expedient may assume that current conditions as of the balance sheet date will not change for the remaining life of the asset. This authoritative guidance is effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company adopted the practical expedient of ASU 2025-05 on October 1, 2025 and elected to apply the standard prospectively. The adoption had no material impact on our consolidated financial position, results of operations, or cash flows. Not Yet Adopted 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. In September 2025, the FASB issued ASU No. 2025-06 (“ASU 2025-06”), ASU No. 2025-06, Intangibles—Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 updates the cost capitalization threshold for internal-use software development costs by removing all references to software project development stages and providing new guidance on how to evaluate whether the probable-to-complete recognition threshold has been met. This authoritative guidance is effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods. The Company is currently evaluating the effect of this new guidance on its consolidated financial statements.

INCOME TAXES - Schedule of valuation allowance (Details) - SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of year	$ 4,220	$ 3,356
Additions charged to expenses	0	864
Deductions from reserves	(1,937)	0
Balance at end of year	$ 2,283	$ 4,220

COMMITMENTS AND CONTINGENT LIABILITIES	12 Months Ended
COMMITMENTS AND CONTINGENT LIABILITIES	Dec. 31, 2025
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENT LIABILITIES	COMMITMENTS AND CONTINGENT LIABILITIES Legal From time to time, the Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are currently not a party to any material legal or administrative proceedings, and we are not aware of any pending or threatened material legal or administrative proceedings against us. Commitments From time to time, the Company enters into arrangements with partners to acquire minimum amounts of media, data or messaging capabilities. As of December 31, 2025, the Company had commitments for future minimum payments of $29,761 that will be reflected in cost of revenues during the years from 2026 through 2030. Minimum payments are due in 2026, 2027 and 2028 in the amounts of $13,536, $12,125 and $4,100, 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, 2025	Dec. 31, 2024
Basic EPS
Net Income	$ 5,132	$ (20,110)
Shares (in shares)	18,555,343	18,292,935
Per Share Amount (in dollars per share)	$ 0.28	$ (1.10)
Effect of dilutive securities
Net Income	$ 0	$ 0
Shares (in shares)	443,120	0
Per Share Amount (in dollars per share)	$ 0	$ 0
Diluted EPS
Net Income	$ 5,132	$ (20,110)
Shares (in shares)	18,998,463	18,292,935
Per Share Amount (in dollars per share)	$ 0.27	$ (1.10)

INCOME TAXES - Schedule of components of income tax expense (benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Income (loss) before income taxes:
Domestic	$ 6,732	$ (18,953)
Foreign	218	(432)
Income (loss) before provision for income taxes	6,950	(19,385)
Current taxes:
Current tax expense - Federal	(167)	(258)
Current tax expense - State	(397)	(314)
Current tax expense - Foreign	(39)	0
Total current expense	(603)	(572)
Deferred taxes:
Deferred tax expense - Federal	(1,145)	(96)
Deferred tax expense - State	(70)	(57)
Total deferred expense	(1,215)	(153)
Income tax expense	$ (1,818)	$ (725)

STOCKHOLDERS’ EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Mar. 31, 2025	Dec. 31, 2023
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, shares authorized (in shares)	166,666,667	166,666,667
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares outstanding (in shares)	18,759,589	18,453,300
Treasury stock (in shares)	1,741,397	1,741,397
Proceeds from exercise of stock options, net of cash paid for withholding taxes	$ 352	$ 0
Restricted stock, shares issued net of shares for tax withholdings (in shares)	83,837	101,381
Restricted stock, value, shares issued net of tax withholdings	$ 1,150	$ 911
Repurchase authorized amount			$ 15,000
Treasury stock, shares, acquired (in shares)	0	0
Preferred stock
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	10,000,000
Common stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	166,666,667
Common stock, shares outstanding (in shares)	20,500,986	20,194,697		19,899,679
Shares of common stock issued (in shares)	23,807
Proceeds from exercise of stock options, net of cash paid for withholding taxes	$ 352
Common stock \| Restricted stock
Class of Stock [Line Items]
For board compensation (in shares)	282,482	295,018

GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

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”).

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. Any amount of negative change to the above disclosed key assumptions could result in future impairment to goodwill.

The Company performed the annual goodwill impairment test as of December 31, 2025. After completing testing, it was determined that the fair value of the Company’s single reporting unit was greater than its carrying value and no further impairment to goodwill was recorded for the year ended December 31, 2025.

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 fair value of any reporting units, used in the annual assessments in 2025 and 2024, 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 sheets consist of the following:


Balance January 1, 2024	$	78,358
Acquisitions	—

Impairments	(7,489)
Balance January 1, 2025	$	70,869
Acquisitions	—
Impairments	—
Balance December 31, 2025	$	70,869

Intangible Assets

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


	December 31, 2025
	Gross Carrying Amount		Accumulated Amortization		Net		Weighted Average Life Remaining
Patent rights	$	6,838	$	2,252	$	4,586	6.8
Technology assets	9,585		2,715		6,870		7.0
Other intangible assets

Non-compete agreements	1,093		1,093		—		0.0
Customer relationships	34,923		5,583		29,340		12.6
Total other	36,016		6,676		29,340
Total intangible assets	$	52,439	$	11,643	$	40,796


	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		—		0.0
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

Intangibles are being amortized on a straight-line basis over the following estimated useful lives.


Patents			15 – 17 years
Tradenames			15 years
Non-compete agreements			2 – 4 years
Customer relationships			8 years
Technology assets			3 – 10 years

The Company recorded impairment charges of $368 and $0 against the value of our intangible assets during the years ended December 31, 2025 and 2024, respectively. In 2023, the Company licensed certain technology to a customer under a two-year agreement. Upon receiving notice that the contract would not be renewed in 2025, and as the Company no longer utilizes the underlying technology, the patents and tradenames associated with this technology were determined to be fully impaired. Accordingly, an impairment charge of $368 was recorded and included in impairment charges within the consolidated statements of operations.

The Company recorded amortization expense of $4,225 and $4,218 in the years ended December 31, 2025 and 2024, respectively. Expected future amortization expense of the intangibles assets as of December 31, 2025 is as follows:


Year ended December 31,
2026	$	4,156
2027	3,857
2028	3,709
2029	3,676
2030	3,676
Thereafter	21,722
Total	$	40,796

MAJOR CUSTOMERS AND VENDORS - Narrative (Details) - Accounts receivable - Customer concentration risk	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Agency 1
Concentration Risk [Line Items]
Concentration risk, percentage	23.00%	32.00%
Agency 2
Concentration Risk [Line Items]
Concentration risk, percentage	18.80%	21.10%
Agency 3
Concentration Risk [Line Items]
Concentration risk, percentage		11.20%

- 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

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-18

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-18

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 20
-Subparagraph (a)
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-Paragraph 18
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Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 275
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-Paragraph 18
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 275
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 954
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478785/954-310-50-2

+ Details

- Definition

For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the "benchmark" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.

+ References + Details

STOCK BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

Schedule of restricted stock awards

The Company had the following option activity during the years ended December 31, 2025 and 2024:


	Number of Options	Weighted average exercise price		Weighted average remaining contractual life (years)	Aggregate intrinsic value $
Outstanding at January 1, 2024	1,555,061	$	26.38
Granted	716,297	$	5.56
Exercised	—	$	—
Expired or forfeited	(425,508)	$	26.31
Outstanding at December 31, 2024	1,845,850	$	18.32	3.4	$	10
Granted	789,281	$	15.29
Exercised	(23,807)	$	13.56
Expired or forfeited	(245,391)	$	19.94
Outstanding, December 31, 2025	2,365,933	$	17.07	3.3	$	5,228
Exercisable, December 31, 2025	1,062,545	$	23.73	2.4	$	1,802

Schedule of total options outstanding

The table below reflects information for the total options outstanding at December 31, 2025.


Range of Exercise Prices	Number of Options	Weighted average remaining contractual life (years)	Weighted average exercise price
$4.83 to $10.00	767,117	3.8	$	5.66
$10.00 to $20.00	1,281,606	3.6	$	14.99
$20.00 to $40.00	76,822	0.7	$	34.28
$40.00 to $60.00	145,323	0.7	$	47.97
$60.00 to $96.70	95,065	0.7	$	75.96
Total	2,365,933	3.3	$	17.07

The table below reflects information for the vested options outstanding at December 31, 2025.


Range of Exercise Prices	Number of Options	Weighted average remaining contractual life (years)	Weighted average exercise price
$4.83 to $10.00	284,034	3.7	$	5.92
$10.00 to $20.00	466,572	2.0	$	14.61
$20.00 to $40.00	71,551	0.4	$	35.30
$40.00 to $60.00	145,323	0.7	$	47.97
$60.00 to $96.70	95,065	0.7	$	75.96
Total	1,062,545	2.4	$	23.73

Schedule of nonvested shares

A summary of the status of the Company’s non-vested options as of December 31, 2025, and changes during the year ended December 31, 2025, is presented below.


Nonvested Options	Options	Weighted average exercise price
Nonvested at January 1, 2025	1,032,363	$	8.69
Granted	789,281	$	15.29
Vested	(461,966)	$	11.30
Forfeited	(56,290)	$	11.52
Nonvested at December 31, 2025	1,303,388	$	11.63

Schedule of restricted stock unit (“RSU”) activity

The Company had the following restricted stock unit (“RSU”) activity during the years ended December 31, 2025 and 2024:


	Number of RSUs	Weighted average grant date fair value		Weighted average remaining contractual life (years)
Outstanding at January 1, 2024	743,209	$	18.62
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
Granted	419,356	$	15.07
Forfeited	(83,837)	$	13.39
Vested and issued	(282,482)	$	12.80
Withheld and cancelled	(31,293)	$	12.67
Outstanding at December 31, 2025	716,070	$	12.07	2.1

PREPAID EXPENSES

12 Months Ended

Dec. 31, 2025

Prepaid Expenses [Abstract]

PREPAID EXPENSES

Prepaid expenses consisted of the following as of December 31, 2025 and 2024:


	2025		2024
Revenue share and exclusivity payments	$	1,208	$	1,213
Software	428		397
Insurance	226		239
Advertising and marketing	293		132
Benefits	179		150
Other	512		248
Total prepaid expenses	$	2,846	$	2,379

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock	Treasury Stock	Additional Paid-in Capital	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2023		19,899,679
Beginning balance at Dec. 31, 2023	$ 126,553	$ 20	$ (2)	$ 190,793	$ (64,258)
Beginning balance, Treasury stock (in shares) at Dec. 31, 2023			(1,741,397)
Stock-based compensation expense
Options	4,783			4,783
Restricted stock	6,683			6,683
Issuance of common stock:
For restricted stock units vested, net of cancelled units (in shares)		295,018
For restricted stock units vested, net of cancelled units	(911)			(911)
Net income (loss) for the year	$ (20,110)				(20,110)
Ending balance (in shares) at Dec. 31, 2024	18,453,300	20,194,697
Ending balance at Dec. 31, 2024	$ 116,998	$ 20	$ (2)	201,348	(84,368)
Ending balance, Treasury stock (in shares) at Dec. 31, 2024	(1,741,397)		(1,741,397)
Stock-based compensation expense
Options	$ 2,826			2,826
Restricted stock	4,136			4,136
Issuance of common stock:
For options exercised (in shares)		23,807
For stock options exercised	352			352
For restricted stock units vested, net of cancelled units (in shares)		282,482
For restricted stock units vested, net of cancelled units	(1,150)			(1,150)
Net income (loss) for the year	$ 5,132				5,132
Ending balance (in shares) at Dec. 31, 2025	18,759,589	20,500,986
Ending balance at Dec. 31, 2025	$ 128,294	$ 20	$ (2)	$ 207,512	$ (79,236)
Ending balance, Treasury stock (in shares) at Dec. 31, 2025	(1,741,397)		(1,741,397)

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 260	$ 335
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	166,666,667	166,666,667
Common stock, shares issued (in shares)	20,500,986	20,194,697
Treasury stock, par value (in dollars per share)	$ 0.001	$ 0.001
Treasury stock (in shares)	1,741,397	1,741,397

DEFERRED REVENUE (Tables)

12 Months Ended

Dec. 31, 2025

Revenue Recognition and Deferred Revenue [Abstract]

Schedule of deferred revenue

The following is a summary of activity in the deferred revenue account for the year ended December 31, 2025.


Balance January 1, 2025	$	473
Revenue recognized	(19,011)
Amount collected	19,041

Balance December 31, 2025	$	503

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

INCOME TAXES - Schedule of income tax paid (net of refunds) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Operating Loss Carryforwards [Line Items]
Federal	$ 612	$ 0
State	1,093	112
Foreign	55	49
Total income taxes paid	1,760	161
State and foreign income taxes paid, net	1,148	161
California
Operating Loss Carryforwards [Line Items]
State	229	0
Connecticut
Operating Loss Carryforwards [Line Items]
State	0	18
Illinois
Operating Loss Carryforwards [Line Items]
State	0	6
Indiana
Operating Loss Carryforwards [Line Items]
State	169	0
Massachusetts
Operating Loss Carryforwards [Line Items]
State	139	9
New Jersey
Operating Loss Carryforwards [Line Items]
State	323	8
New York
Operating Loss Carryforwards [Line Items]
State	0	9
Pennsylvania
Operating Loss Carryforwards [Line Items]
State	99	19
Texas
Operating Loss Carryforwards [Line Items]
State	0	15
Other
Operating Loss Carryforwards [Line Items]
State	134	28
Croatia
Operating Loss Carryforwards [Line Items]
Foreign	$ 55	$ 49

LEASES (Tables)

12 Months Ended

Dec. 31, 2025

Leases [Abstract]

Schedule of lease cost


	2025		2024

Operating lease cost	$	240	$	248
Short-term lease cost (1)	—		2
Total lease cost	$	240	$	250


(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 in each of the next five fiscal years:


As of December 31, 2025
2026	$	213
2027	166
2028	79
2029	—
2030	—
Total	458
Less: present value discount	31
Total lease liabilities	$	427

CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Cash and Cash Equivalents [Abstract]
Money market funds	$ 8,659	$ 8,300

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Current assets
Cash and cash equivalents	$ 23,365	$ 13,380
Accounts receivable, net of allowance for credit losses of $260 and $335 at December 31, 2025 and 2024, respectively	37,752	38,212
Taxes receivable	752	0
Prepaid expenses and other	2,846	2,379
Total current assets	64,715	53,971
Property and equipment, net	106	150
Other assets
Goodwill	70,869	70,869
Patent rights, net	4,586	5,517
Technology assets, net	6,870	8,180
Tradename and customer relationships, net	29,340	31,819
Operating lease right-of-use assets	404	366
Security deposits and other assets	28	296
Total other assets	112,097	117,047
TOTAL ASSETS	176,918	171,168
Current liabilities
Current portion of long-term debt	4,255	2,000
Accounts payable	1,636	2,156
Accrued expenses	11,591	8,486
Revenue share payable	3,086	5,053
Taxes payable	0	318
Current portion of lease liabilities	193	168
Deferred revenue	503	473
Total current liabilities	21,264	18,654
Non-current liabilities
Long-term debt, net	21,421	30,816
Lease liabilities, net of current portion	234	209
Deferred tax liabilities, net	5,705	4,491
Total liabilities	48,624	54,170
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, 2025 and 2024, respectively	0	0
Common stock, $0.001 par value, 166,666,667 shares authorized, 20,500,986 and 20,194,697 shares issued at December 31, 2025 and 2024, respectively	20	20
Treasury stock, $0.001 par value,$1,741,397 shares purchased at December 31, 2025 and 2024	(2)	(2)
Additional paid-in-capital	207,512	201,348
Accumulated deficit	(79,236)	(84,368)
Total stockholders’ equity	128,294	116,998
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 176,918	$ 171,168

INCOME TAXES - Schedule of deferred tax assets (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Deferred tax assets attributable to:
Net operating loss carryover	$ 2,073	$ 3,304
Stock compensation	2,421	3,121
Operating lease liability	118	105
Section 174 capitalized expenses	1,277	3,091
Tax credits	355	355
Goodwill	0	171
Section 163 (J) interest limitation	845	967
Other	245	559
Deferred tax assets	7,334	11,673
Deferred tax liabilities attributable to:
Intangibles	(10,564)	(11,760)
Operating lease right-of-use assets	(112)	(102)
Goodwill	(11)	0
Other	(69)	(82)
Deferred tax liabilities	(10,756)	(11,944)
Net deferred tax (liability) asset	(3,422)	(271)
Valuation allowance	(2,283)	(4,220)
Net deferred tax liabilities	$ (5,705)	$ (4,491)

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2025	Feb. 26, 2026	Jun. 30, 2025
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2025
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-38543
Entity Registrant Name	OptimizeRx Corporation
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	26-1265381
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
City Area Code	248
Local Phone Number	651-6568
Title of 12(b) Security	Common Stock, par value $0.001
Trading Symbol	OPRX
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 240,860,790
Entity Common Stock, Shares Outstanding		18,762,203
Documents Incorporated by Reference	Certain portions of the registrant's definitive proxy statement, in connection with its 2026 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission within 120 days after December 31, 2025, are incorporated by reference into PART III of this Annual Report on Form 10-K.
Entity Central Index Key	0001448431
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	FY
Amendment Flag	false

MAJOR CUSTOMERS AND VENDORS

12 Months Ended

Dec. 31, 2025

Risks and Uncertainties [Abstract]

MAJOR CUSTOMERS AND VENDORS

The Company had the following customers that accounted for 10% or greater of revenue in either 2025 or 2024. No other customers accounted for more than 10% of revenue in either year presented.


	2025		2024
	$	%	$	%
Customer A	14,465	13.2	15,556	16.9
Customer B	12,361	11.3	12,760	13.9
Customer C	10,902	10.0	*	*

* Less than 10% of revenue

Our accounts receivable included two agencies, that represented multiple customers, that individually made up more than 10% of our accounts receivable at December 31, 2025 in the percentages of 23.0% and 18.8%. As of December 31, 2024, our accounts receivable included three agencies, that represented multiple customers, that individually made up more than 10% of our accounts receivable in the percentages of 32.0%, 21.1% and 11.2%.


	2025		2024
	$	%	$	%
Partner A	48,255	44.1	26,815	29.1
Partner B	19,417	17.7	25,978	28.2

Partner C	11,114	10.2	10,999	11.9

- Definition

The entire disclosure for any concentrations existing at the date of the financial statements that make an entity vulnerable to a reasonably possible, near-term, severe impact. This disclosure informs financial statement users about the general nature of the risk associated with the concentration, and may indicate the percentage of concentration risk as of the balance sheet date.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (d)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-21

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
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-Name Accounting Standards Codification
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+ Details

GOODWILL AND INTANGIBLE ASSETS - Schedule of intangibles estimated useful lives (Details)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Patent rights
Finite-Lived Intangible Assets [Line Items]
Weighted Average Life Remaining	6 years 9 months 18 days	7 years 8 months 12 days
Tradename
Finite-Lived Intangible Assets [Line Items]
Intangibles amortized estimated useful lives	15 years
Weighted Average Life Remaining		9 years 8 months 12 days
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Weighted Average Life Remaining	0 years	0 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangibles amortized estimated useful lives	8 years
Weighted Average Life Remaining	12 years 7 months 6 days	13 years 7 months 6 days
Patent rights, net
Finite-Lived Intangible Assets [Line Items]
Weighted Average Life Remaining	7 years	7 years 6 months
Minimum \| Patent rights
Finite-Lived Intangible Assets [Line Items]
Intangibles amortized estimated useful lives	15 years
Minimum \| Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Intangibles amortized estimated useful lives	2 years
Minimum \| Patent rights, net
Finite-Lived Intangible Assets [Line Items]
Intangibles amortized estimated useful lives	3 years
Maximum \| Patent rights
Finite-Lived Intangible Assets [Line Items]
Intangibles amortized estimated useful lives	17 years
Maximum \| Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Intangibles amortized estimated useful lives	4 years
Maximum \| Patent rights, net
Finite-Lived Intangible Assets [Line Items]
Intangibles amortized estimated useful lives	10 years

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2025
Audit Information [Abstract]
Auditor Name	UHY LLP
Auditor Firm ID	1195
Auditor Location	Sterling Heights, Michigan

MAJOR CUSTOMERS AND VENDORS - Schedule of customers accounted revenue and percentage of revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Concentration Risk [Line Items]
Net revenue	$ 109,429	$ 92,127
Customer A \| Customer concentration risk \| Revenue benchmark
Concentration Risk [Line Items]
Net revenue	$ 14,465	$ 15,556
Concentration risk, percentage	13.20%	16.90%
Customer B \| Customer concentration risk \| Revenue benchmark
Concentration Risk [Line Items]
Net revenue	$ 12,361	$ 12,760
Concentration risk, percentage	11.30%	13.90%
Customer C \| Customer concentration risk \| Revenue benchmark
Concentration Risk [Line Items]
Net revenue	$ 10,902
Concentration risk, percentage	10.00%
Partner A \| Customer concentration risk \| Revenue benchmark
Concentration Risk [Line Items]
Net revenue	$ 48,255	$ 26,815
Concentration risk, percentage	44.10%	29.10%
Partner B \| Customer concentration risk \| Revenue benchmark
Concentration Risk [Line Items]
Net revenue	$ 19,417	$ 25,978
Concentration risk, percentage	17.70%	28.20%
Partner C \| Customer concentration risk \| Revenue benchmark
Concentration Risk [Line Items]
Net revenue	$ 11,114	$ 10,999
Concentration risk, percentage	10.20%	11.90%

LONG-TERM DEBT

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

LONG-TERM DEBT

Long-term debt, net comprised of the following at December 31, 2025 and 2024:


	2025		2024
Term loan, due in 2027	$	26,290	$	34,290
Less: current portion of long-term debt	(4,255)		(2,000)
Less: unamortized issuance costs	(614)		(1,474)
Long-term debt, net	$	21,421	$	30,816

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. 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 years ended December 31, 2025 and 2024 was $1,110 and $835, 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 Agreement.

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 1.00 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 (loss) in the calculation of Consolidated EBITDA, adjusted for any increase/decrease in working capital during the fiscal year.

During the years ended December 31, 2025 and 2024, the Company made total principal repayments, including voluntary prepayments, of $8,000 and $4,000, respectively.

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

a.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 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

b.Three-month SOFR plus an adjustment of 26 basis points and an Applicable Margin of 8.5%

As of December 31, 2025, the Term Loan bears interest at 12.5%, with an effective interest rate of 17.1% for the year ended December 31, 2025, including the impact of amortization of debt issuance costs.

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, 2025.

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 two years subsequent to December 31, 2025, are as follows:


For the year ending December 31,

2026	$	4,255
2027	22,035

	$	26,290

GOODWILL AND INTANGIBLE ASSETS - Schedule of intangible assets included on the consolidated balance sheet (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 52,439	$ 53,025
Accumulated Amortization	11,643	7,509
Total	40,796	45,516
Technology assets
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	9,585	9,711
Accumulated Amortization	2,715	1,531
Total	$ 6,870	$ 8,180
Weighted Average Life Remaining	7 years	7 years 6 months
Patent rights
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 6,838	$ 7,164
Accumulated Amortization	2,252	1,647
Total	$ 4,586	$ 5,517
Weighted Average Life Remaining	6 years 9 months 18 days	7 years 8 months 12 days
Tradename
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		$ 134
Accumulated Amortization		12
Total		$ 122
Weighted Average Life Remaining		9 years 8 months 12 days
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,093	$ 1,093
Accumulated Amortization	1,093	1,093
Total	$ 0	$ 0
Weighted Average Life Remaining	0 years	0 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 34,923	$ 34,923
Accumulated Amortization	5,583	3,226
Total	$ 29,340	$ 31,697
Weighted Average Life Remaining	12 years 7 months 6 days	13 years 7 months 6 days
Other
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 36,016	$ 36,150
Accumulated Amortization	6,676	4,331
Total	$ 29,340	$ 31,819

ORGANIZATION AND NATURE OF BUSINESS	12 Months Ended
ORGANIZATION AND NATURE OF BUSINESS	Dec. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND NATURE OF BUSINESS	ORGANIZATION AND NATURE OF BUSINESS The accompanying consolidated financial statements include OptimizeRx Corporation and its wholly owned subsidiaries (collectively, “OptimizeRx”, the “Company”, “we”, “our”, or “us”). 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 sciences organizations engage and support their customers through our combined HCP and DTC marketing strategies.

CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS	12 Months Ended
CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS	Dec. 31, 2025
Cash and Cash Equivalents [Abstract]
CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS	CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS At December 31, 2025 and December 31, 2024, we recorded $8,659 and $8,300, respectively, of money market funds at approximate fair value.

PROPERTY AND EQUIPMENT

12 Months Ended

Dec. 31, 2025

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

The Company owned equipment recorded at cost, which consisted of the following as of December 31, 2025 and 2024:


	2025		2024
Computer equipment	$	403	$	354
Furniture and fixtures	54		54
	457		408
Less accumulated depreciation	351		258
Property and equipment, net	$	106	$	150

Depreciation expense was $102 and $111 for the years ended December 31, 2025 and 2024, respectively.

LONG-TERM DEBT - Schedule of Maturities (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Debt Disclosure [Abstract]
2026	$ 4,255
2027	22,035
Total	$ 26,290	$ 34,290

- Definition

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

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+ Details

LONG-TERM DEBT - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Debt Disclosure [Abstract]
Term loan, due in 2027	$ 26,290	$ 34,290
Less: current portion of long-term debt	(4,255)	(2,000)
Less: unamortized issuance costs	(614)	(1,474)
Long-term debt, net	$ 21,421	$ 30,816

- Definition

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

+ References

+ Details

INVESTMENT SECURITIES - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Investments, All Other Investments [Abstract]
Short-term investments	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)	12 Months Ended
	Dec. 31, 2025 USD ($) segment $ / shares shares	Dec. 31, 2024 USD ($) shares	Dec. 31, 2023 USD ($)
Summary of Significant Accounting Policies [Line Items]
Number of operating segments \| segment	1
Number of Operating Segments \| segment	1
Provision for credit losses	$ 0	$ 208,000
Allowance for doubtful accounts	260,000	335,000	$ 239,000
Unbilled amounts of accounts receivable	3,943,000	3,241,000
Impairment of intangible assets	$ 368,000	$ 0
ImpairmentIntangibleAssetStatementOfIncomeOrComprehensiveIncomeExtensibleEnumerationNotDisclosedFlag	impairment charges	impairment charges
Goodwill impairment	$ 0	$ 7,489,000
Goodwill, Impairment Loss, Statement of Income or Comprehensive Income [Extensible Enumeration]	Impairment charges	Impairment charges
Net contract balance for contracts in progress	$ 5,615,000	$ 4,288,000
Revenue recognized on net basis	$ 13,642,000	10,999,000
Revenue distribution (in usd per share ) \| $ / shares	$ 0.37
Uninsured amounts	$ 22,980,000	12,973,000
Research and development expense	0	0
Advertising expense	$ 454,000	$ 1,049,000
Shares included in the diluted EPS (in shares) \| shares	443,120	0
Shares excluded in the diluted EPS (in shares) \| shares		291,001
Options
Summary of Significant Accounting Policies [Line Items]
Shares included in the diluted EPS (in shares) \| shares	288,639
Shares excluded in the diluted EPS (in shares) \| shares		212,798
Restricted stock
Summary of Significant Accounting Policies [Line Items]
Shares included in the diluted EPS (in shares) \| shares	154,481
Shares excluded in the diluted EPS (in shares) \| shares		78,203
Customer relationships
Summary of Significant Accounting Policies [Line Items]
Intangibles amortized estimated useful lives	8 years
Trade names
Summary of Significant Accounting Policies [Line Items]
Intangibles amortized estimated useful lives	15 years
Minimum \| Patents
Summary of Significant Accounting Policies [Line Items]
Intangibles amortized estimated useful lives	15 years
Minimum \| Non-compete agreements
Summary of Significant Accounting Policies [Line Items]
Intangibles amortized estimated useful lives	2 years
Minimum \| Software and websites
Summary of Significant Accounting Policies [Line Items]
Intangibles amortized estimated useful lives	3 years
Maximum \| Patents
Summary of Significant Accounting Policies [Line Items]
Intangibles amortized estimated useful lives	17 years
Maximum \| Non-compete agreements
Summary of Significant Accounting Policies [Line Items]
Intangibles amortized estimated useful lives	4 years
Maximum \| Software and websites
Summary of Significant Accounting Policies [Line Items]
Intangibles amortized estimated useful lives	10 years
Office equipment \| Minimum
Summary of Significant Accounting Policies [Line Items]
Useful life	3 years
Office equipment \| Maximum
Summary of Significant Accounting Policies [Line Items]
Useful life	5 years
Computer equipment
Summary of Significant Accounting Policies [Line Items]
Useful life	3 years

STOCK BASED COMPENSATION - Schedule of nonvested shares (Details)	12 Months Ended
	Dec. 31, 2025 $ / shares shares
Options
Nonvested, beginning balance \| shares	1,032,363
Granted (in shares) \| shares	789,281
Vested (in shares) \| shares	(461,966)
Forfeited (in shares) \| shares	(56,290)
Nonvested, ending balance \| shares	1,303,388
Weighted average exercise price
Nonvested, beginning balance (in dollars per share) \| $ / shares	$ 8.69
Granted (in dollars per share) \| $ / shares	15.29
Vested (in dollars per share) \| $ / shares	11.30
Forfeited (in dollars per share) \| $ / shares	11.52
Nonvested, ending balance (in dollars per share) \| $ / shares	$ 11.63

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2025
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS On March 2, 2026, the Company entered into Amendment No. 4 to the Financing Agreement (the “Amendment No. 4”). The purpose of Amendment No. 4 was to (i) extend the maturity date of the Financing Agreement by two years to October 11, 2029, (ii) permit the Company to repurchase shares of its outstanding common stock in one or more transactions prior to March 15, 2027, in an aggregate amount not to exceed $10,000, and (iii) extend the period during which a 1% applicable premium applies under the Financing Agreement through October 11, 2027. On March 5, 2026, the Company announced that its’ Board authorized the repurchase of up to $10,000 of the Company’s outstanding common stock. Under this new program, share repurchases may be made from time to time depending on market conditions, share price, share availability, and other factors at the Company’s discretion. This share repurchase authorization is effective on March 12, 2026 and expires on the earlier of March 15, 2027 or when the repurchase of $10,000 of shares has been reached. The Company’s repurchase of shares will take place in open market transactions or privately negotiated transactions in accordance with applicable securities and other laws, including the Securities Exchange Act of 1934. The Company intends to finance the purchase using its available cash and cash equivalents. The Board may modify, suspend, extend or terminate the repurchase program at any time.

INCOME TAXES - Schedule of effective income tax rate reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Amount
U.S. federal statutory tax rate	$ (1,451)	$ (4,071)
State and local income taxes, net of federal income tax effect	(383)	696
Change in valuation allowance	1,001	(864)
Other	(3)	(204)
162M limitation	(88)	(480)
ISO stock options	(264)
Share-based compensation	(33)	(2,531)
Prior year adjustments	(30)
Deferred true up - share based compensation	(680)
Deferred true up - accrued severance	228
Deferred true up - net operating loss	(122)
Goodwill impairment		(1,413)
Income tax expense	$ (1,818)	$ (725)
Percent
U.S. federal statutory tax rate	(21.00%)
State and local income taxes, net of federal income tax effect	(5.50%)
Change in valuation allowance	14.40%
Other	0.00%
162M limitation	(0.013)
ISO stock options	(0.038)
Share-based compensation	(0.50%)
Prior year adjustments	(0.40%)
Deferred true up - share based compensation	(9.80%)
Deferred true up - accrued severance	3.30%
Deferred true up - net operating loss	(1.80%)
Effective tax rate	(26.20%)
Croatia
Amount
Change in valuation allowance	$ 394
True up	(394)
Other	$ 7
Percent
Change in valuation allowance	5.70%
True up	(0.057)
Other	0.10%
Israel
Amount
Change in valuation allowance	$ 127
True up	$ (127)
Percent
Change in valuation allowance	1.80%
True up	(0.018)

LEASES - Schedule of lease cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Leases [Abstract]
Operating lease cost	$ 240	$ 248
Short-term lease cost	0	2
Total lease cost	$ 240	$ 250

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2025
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

LONG-TERM DEBT (Tables)

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Abstract]

Schedule of long-term debt instruments

Long-term debt, net comprised of the following at December 31, 2025 and 2024:


	2025		2024
Term loan, due in 2027	$	26,290	$	34,290
Less: current portion of long-term debt	(4,255)		(2,000)
Less: unamortized issuance costs	(614)		(1,474)
Long-term debt, net	$	21,421	$	30,816

Schedule of maturities of long-term debt

Payments due on the Term Loan in each of the next two years subsequent to December 31, 2025, are as follows:


For the year ending December 31,

2026	$	4,255
2027	22,035

	$	26,290

- 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

RETIREMENT PLAN (Details) - USD ($) $ in Thousands	12 Months Ended
RETIREMENT PLAN (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Defined Contribution Plan Disclosure [Line Items]
Maximum employee payroll	4.00%
Contributions plan expense	$ 951	$ 837
Tranche One
Defined Contribution Plan Disclosure [Line Items]
Employer matching contribution percentage	100.00%
Employees gross pay percentage	3.00%
Tranche Two
Defined Contribution Plan Disclosure [Line Items]
Employer matching contribution percentage	50.00%
Employees gross pay percentage	2.00%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

Schedule of allowance for credit losses

The changes in the allowance for credit losses in each of the years ended December 31, 2025 and 2024, were as follows:


	2025		2024
Balance at beginning of year	$	335	$	239
Provision for credit losses	—		208
Write-offs	(75)		(112)
Balance at end of year	$	260	$	335

Schedule of revenue is earned from life sciences companies

A break down is set forth in the table below.


	2025		2024
Revenue recognized over time	$	109,214	$	85,469
Revenue recognized at a point in time	215		6,658
Total revenue	$	109,429	$	92,127

Schedule of expected dividends


	2025			2024
Expected dividend yield	0		%	0		%
Risk free interest rate	3.66% - 4.01%			3.52% - 4.59%
Expected option term	3.5 years - 4.0 years			3.5 years
Turnover/forfeiture rate	0		%	0		%
Expected volatility	75% - 78%			66% - 72%
Weighted average grant date fair value	$	8.99		$	2.89

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 (loss) per common share for the years ended December 31, 2025 and 2024 consisted of the following:


	Year Ended December 31, 2025
	Net Income		Shares	Per Share Amount
Basic EPS	$	5,132	18,555,343	$	0.28
Effect of dilutive securities	—		443,120	—
Diluted EPS	$	5,132	18,998,463	$	0.27


	Year Ended December 31, 2024
	Net Income (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)