oprx-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2025

o Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission File Number: 001-38543

OptimizeRx Corporation

(Exact name of registrant as specified in its charter)


Nevada						26-1265381
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)

260 Charles Street, Suite 302

Waltham, MA 02453

(Address of principal executive offices)

248-651-6568

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001

OPRX

Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 18,640,652 common shares as of October 24, 2025.


		Page

	PART I – FINANCIAL INFORMATION

Item 1:	Financial Statements (unaudited)	1
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4:	Controls and Procedures	26
	PART II — OTHER INFORMATION

Item 1:	Legal Proceedings	28
Item 1A:	Risk Factors	28
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3:	Defaults Upon Senior Securities	28
Item 4:	Mine Safety Disclosure	28
Item 5:	Other Information	28
Item 6:	Exhibits	28


2			Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024;
3			Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited);
4			Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited);
6			Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (unaudited);
7			Notes to Condensed Consolidated Financial Statements (unaudited).


	September 30, 2025		December 31, 2024
ASSETS	(unaudited)
Current assets
Cash and cash equivalents	$	19,519	$	13,380
Accounts receivable, net of allowance for credit losses of $260 and $335 at September 30, 2025 and December 31, 2024, respectively	32,227		38,212
Taxes receivable	1,747		—
Prepaid expenses and other assets	2,827		2,379
Total current assets	56,320		53,971
Property and equipment, net	119		150
Other assets
Goodwill	70,869		70,869
Patent rights, net	5,013		5,517
Technology assets, net	7,382		8,180
Tradename and customer relationships, net	30,042		31,819
Operating lease right of use assets	481		366
Security deposits and other assets	95		296
Total other assets	113,882		117,047
TOTAL ASSETS	$	170,321	$	171,168
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt	$	3,300	$	2,000
Accounts payable	2,037		2,156
Accrued expenses	10,198		8,486
Revenue share payable	2,329		5,053
Taxes payable	—		318
Current portion of lease liabilities	207		168
Deferred revenue	395		473
Total current liabilities	18,466		18,654
Non-current liabilities
Long-term debt, net	24,801		30,816
Lease liabilities, net of current portion	300		209
Deferred tax liabilities, net	4,491		4,491
Total liabilities	48,058		54,170
Commitments and contingencies (See Note 12)
Stockholders’ equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding at September 30, 2025 and December 31, 2024	—		—
Common stock, $0.001 par value, 166,666,667 shares authorized, 20,333,839 and 20,194,697 shares issued at September 30, 2025 and December 31, 2024, respectively	20		20
Treasury stock, $0.001 par value, 1,741,397 shares held at September 30, 2025 and December 31, 2024	(2)		(2)
Additional paid-in-capital	206,501		201,348
Accumulated deficit	(84,256)		(84,368)
Total stockholders’ equity	122,263		116,998
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	170,321	$	171,168


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2025		2024		2025		2024

Net revenue	$	26,067	$	21,309	$	77,190	$	59,811
Cost of revenues, exclusive of depreciation and amortization presented separately below	8,551		7,862		27,695		22,456
Gross profit	17,516		13,447		49,495		37,355

Operating expenses
General and administrative expenses	14,386		13,425		43,122		43,971
Goodwill impairment	—		7,489		—		7,489
Depreciation and amortization	1,080		1,095		3,249		3,235
Total operating expenses	15,466		22,009		46,371		54,695
Income (loss) from operations	2,050		(8,562)		3,124		(17,340)
Other income (expense)
Interest expense	(1,154)		(1,524)		(4,053)		(4,597)
Other income	62		38		139		113
Interest income	91		107		269		231
Total other expenses, net	(1,001)		(1,379)		(3,645)		(4,253)
Income (loss) before provision for income taxes	1,049		(9,941)		(521)		(21,593)
Income tax benefit (expense)	(270)		817		633		1,561
Net income (loss)	$	779	$	(9,124)	$	112	$	(20,032)
Weighted average number of shares outstanding – basic	18,576,199		18,323,542		18,519,665		18,250,775
Weighted average number of shares outstanding – diluted	19,459,877		18,323,542		19,021,905		18,250,775
Income (loss) per share – basic	$	0.04	$	(0.50)	$	0.01	$	(1.10)
Income (loss) per share – diluted	$	0.04	$	(0.50)	$	0.01	$	(1.10)


	Common Stock			Treasury Stock			Additional Paid in Capital		Accumulated Deficit		Total
	Shares	Amount		Shares	Amount

Balance January 1, 2025	20,194,697	$	20	(1,741,397)	$	(2)	$	201,348	$	(84,368)	$	116,998

Stock based compensation expense
Options	—	—		—	—		579		—		579
Restricted stock	—	—		—	—		979		—		979
Issuance of common stock

For restricted stock units vested	39,489	—		—	—		(87)		—		(87)
Net loss	—	—		—	—		—		(2,199)		(2,199)

Balance March 31, 2025	20,234,186	$	20	(1,741,397)	$	(2)	$	202,819	$	(86,567)	$	116,270

Stock based compensation expense
Options	—	—		—	—		573		—		573
Restricted stock	—	—		—	—		915		—		915
Issuance of common stock

For restricted stock units vested	63,202	—		—	—		(6)		—		(6)
Net income	—	—		—	—		—		1,532		1,532

Balance June 30, 2025	20,297,388	$	20	(1,741,397)	$	(2)	$	204,301	$	(85,035)	$	119,284

Stock based compensation expense
Options	—	—		—	—		819		—		819
Restricted stock	—	—		—	—		1,137		—		1,137
Issuance of common stock	—	—		—	—		—		—
For options exercised	22,028	—		—	—		338		—		338
For restricted stock units vested	14,423	—		—	—		(94)		—		(94)

Net income	—	—		—	—		—		779		779

Balance September 30, 2025	20,333,839	$	20	(1,741,397)	$	(2)	$	206,501	$	(84,256)	$	122,263


	September 30, 2025		December 31, 2024
Term loan, due in 2027	$	28,790	$	34,290
Less: current portion of long-term debt	(3,300)		(2,000)
Less: unamortized issuance costs	(689)		(1,474)
Long-term debt, net	$	24,801	$	30,816


As of September 30, 2025

2025 (remainder)	$	500
2026	2,000
2027	26,290
	$	28,790


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Operating lease cost	$	60	$	62	$	182	$	186
Short-term lease cost	—		1		—		2
Total lease cost	$	60	$	63	$	182	$	188


	2025		2024
Balance January 1	$	473	$	172
Revenue recognized	(2,989)		(3,229)
Amount collected	3,027		3,961
Balance March 31	$	511	$	904
Revenue recognized	(5,416)		(1,853)
Amount collected	5,389		2,002
Balance June 30	$	484	$	1,053
Revenue recognized	(3,935)		(2,721)
Amount collected	3,846		2,454
Balance September 30	$	395	$	786


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue recognized over time	$	26,067	$	20,441	$	77,017	$	54,189
Revenue recognized at a point in time	—		868		173		5,622
Total revenue	$	26,067	$	21,309	$	77,190	$	59,811


	For the Nine Months Ended September 30,
	2025		2024
OPERATING ACTIVITIES:
Net income (loss)	$	112	$	(20,032)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	3,249		3,235
Stock-based compensation	5,002		8,530
Goodwill impairment	—		7,489

Bad debt expense	—		131
Amortization of debt issuance costs	785		547
Changes in:
Accounts receivable	5,985		9,795
Prepaid expenses and other assets	(448)		(1,200)
Accounts payable	(119)		527
Revenue share payable	(2,724)		(2,296)
Accrued expenses and other liabilities	1,913		(1,997)
Operating lease liabilities	15		—
Deferred tax liabilities	—		(1,625)
Taxes receivable and payable	(2,065)		972
Deferred revenue	(78)		615
NET CASH PROVIDED BY OPERATING ACTIVITIES	11,627		4,691

INVESTING ACTIVITIES:
Purchase of property and equipment	(47)		(95)



Capitalized software development costs	(91)		(235)
NET CASH USED IN INVESTING ACTIVITIES	(138)		(330)

FINANCING ACTIVITIES:
Cash paid for employee withholding taxes related to the vesting of restricted stock units	(188)		(587)
Proceeds from exercise of stock options	338		—

Repayment of long-term debt	(5,500)		(1,500)
NET CASH USED IN FINANCING ACTIVITIES	(5,350)		(2,087)
NET INCREASE IN CASH AND CASH EQUIVALENTS	6,139		2,274
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	13,380		13,852


	2025		2024
Balance at January 1,	$	335	$	239
Provision for credit losses	—		132
Write-offs	—		—
Balance at March 31,	$	335	$	371
Provision for credit losses	—		—
Write-offs	(75)		—
Balance at June 30,	$	260	$	371
Provision for credit losses	—		(1)
Write-offs	—		(31)
Balance at September 30,	$	260	$	339