Forward-Looking Statements





This Quarterly Report on Form 10-Q contains statements that relate to future
events and expectations and, as such, constitute forward-looking statements,
within the meaning of the Private Securities Litigation Reform Act of 1995.
Certain statements, other than purely historical information, including
estimates, projections, statements relating to our strategies, outlook, business
and financial prospects, business plans, objectives, and expected operating
results, and the assumptions upon which those statements are based, are
"forward-looking statements." These forward-looking statements generally are
identified by the words "believes," "project," "expects," "anticipates,"
"estimates," "intends," "strategy," "plan," "may," "will," "would," "will be,"
"will continue," "will likely result," and similar expressions.



Forward-looking statements are based on current expectations and assumptions
that are subject to risks and uncertainties which may cause actual results to
differ materially from the forward-looking statements. Forward-looking
statements are not guarantees of future performance. Although OptimizeRx
believes that the expectations reflected in any forward-looking statements are
based on reasonable assumptions, these expectations may not be attained and it
is possible that actual results may differ materially from those indicated by
these forward-looking statements due to a variety of risks, uncertainties and
changes in circumstances, many of which are beyond OptimizeRx's control.



Forward-looking statements are subject to risks and uncertainties. Actual
results could differ materially from those expressed in or implied by such
forward-looking statements due to a variety of factors, including: disruptions
to our business or the business of our customers due to the global pandemic; the
inability to support our technology and scale our operations successfully,
developing and implementing new and updated applications, features and services
for our portals may be more difficult and expensive and take longer than
expected; dependence on a concentrated group of customers; inability to maintain
contracts with electronic prescription platforms, agreements with electronic
prescription platforms and electronic health record systems being subject to
audit; inability to attract and retain customers; inability to comply with laws
and regulations that affect the healthcare industry; competition; developments
in the healthcare industry; inability to manage growth; inability to identify
suitable acquisition candidates, complete acquisitions or integrate acquisitions
successfully; inability to attract and retain key employees; economic,
political, regulatory and other risks arising from our international operations;
inability to protect our intellectual property; cybersecurity incidents;
reduction in the performance, reliability and availability of our network
infrastructure; lack of a consistent active trading market for our common stock;
and volatility in the market price of our common stock.



The risks and uncertainties included here are not exhaustive. Further
information concerning our business, including additional factors that could
materially affect our financial results, is included herein and in our other
filings with the SEC, including our Annual Report on Form 10-K for the year
ended December 31, 2021. Moreover, we operate in a rapidly changing and
competitive environment. New risk factors emerge from time to time, and it is
not possible for management to predict all such risk factors.



Further, it is not possible to assess the effect of all risk factors on our
businesses or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in any
forward-looking statements. Given these risks and uncertainties, investors
should not place undue reliance on forward-looking statements as a prediction of
actual results. In addition, we disclaim any obligation to update any
forward-looking statements to reflect events or circumstances that occur after
the date of this report.



                                       11





Overview


OptimizeRx Corporation is a digital health technology company incorporated in
the State of Nevada. We enable care-focused engagement between life sciences
organizations, healthcare providers, and patients at critical junctures
throughout the patient care journey. Connecting over 60% of U.S. healthcare
providers and millions of their patients through an intelligent technology
platform embedded within a proprietary point-of-care network, OptimizeRx helps
patients start and stay on their medications.



COVID-19



The COVID-19 pandemic has continued to create unprecedented challenges in the
healthcare industry which has increased the demand for unique solutions ranging
from access to accurate and timely information to increasing the accessibility
of medications and care management. The COVID-19 pandemic did not have a
material net impact on our financial statements during the first quarter of
2022. We continue to monitor the impact of COVID-19 on our operations and key
stakeholders. The Company cannot reasonably predict the ultimate impact of the
COVID-19 pandemic, including the extent of any impact on our business, results
of operations and financial condition, which will depend on, among other things,
the duration and spread of the pandemic, the impact of governmental regulations
that have been, and may continue to be, imposed in response to the pandemic, the
effectiveness of actions taken to contain or mitigate the outbreak, the
acceptance, safety and efficacy of vaccines, and global economic conditions.



Company Highlights through April 2022

1. Generated sales of $13.7 million for the first three months of 2022, a 22%

increase over the same period in 2021. 2. Achieved positive cash flow from operations of $4.1 million. 3. Announced a definitive agreement to acquire the EvinceMed platform and related

assets and closed on the transaction. 4. Introduced new key performance indicators to increase transparency and provide

investors additional ways to chart our ability to execute against our "land

and expand" strategy. 5. Published Company's first Environmental, Social and Governance (ESG) Report






Key Performance Indicators



We developed a number of key performance indicators in the first quarter of the year and intend to monitor these going forward, to evaluate our business, measure our performance, identify trends affecting our business and make strategic decisions.


Average revenue per top 20 pharmaceutical manufacturer. Average revenue per top
20 pharmaceutical manufacturer is calculated by taking the total revenue the
company recognized through pharmaceutical manufacturers listed in Fierce
Pharma's "The top 20 pharma companies by 2020 revenue" over the last twelve
months, divided by the total number of the aforementioned pharmaceutical
manufacturers that our solutions helped support over that time period. The
Company uses this metric to monitor its progress in "landing and expanding" with
key customers within its largest customer vertical and believes it also provides
investors with a transparent way to chart our progress in penetrating this
important customer segment. The increase in the average in twelve months ended
March 31, 2022 as compared to the twelve months ended March 31, 2021 is
primarily the result of our focus on signing larger and more comprehensive deals
and through supporting additional brands.



                                                            Rolling Twelve Months
                                                               Ended March 31
                                                            2022            2021

Average revenue per top 20 pharmaceutical manufacturer $ 2,549,836 $ 2,120,780






                                       12





Percent of top 20 pharmaceutical manufacturers that are customers. Percent of
top 20 pharmaceutical manufacturers that are customers is calculated by taking
the number of revenue generating customers that are pharmaceutical manufacturers
listed in Fierce Pharma's "The top 20 pharma companies by 2020 revenue" over the
last 12 months, which is then divided by 20-which is the number of
pharmaceutical manufacturers included in the aforementioned list. The Company
uses this metric to monitor its progress in penetrating key customers within its
largest customer vertical and believes it also provides investors with a
transparent way to chart our progress in penetrating this important customer
segment. The increase from twelve months ended March 31, 2021 to the twelve
months ended March 31, 2022 reflects continued penetration into this core
customer base and reflects two new top 20 pharma customers in the twelve months
ended March 31, 2022.



                                                                         Rolling Twelve Months
                                                                            Ended March 31
                                                                       2022                2021

Percent of top 20 pharmaceutical manufacturers that are customers          

 95 %                85 %




Percent of total revenue attributable to top 20 pharmaceutical manufacturers.
Percent of total revenue attributable to top 20 pharmaceutical manufacturers is
calculated by taking the total revenue the company recognized through
pharmaceutical manufacturers listed in Fierce Pharma's "The top 20 pharma
companies by 2020 revenue" over the last twelve months, divided by our
consolidated revenue over the same period. The Company uses this metric to
monitor its progress in "landing and expanding" with key customers within its
largest customer vertical and believes it also provides investors with a
transparent way to chart our progress in penetrating this important customer
segment. Our revenue from this core group of customers grew slightly slower than
our overall revenue, enabling us to maintain a similar percentage of revenues
from this group.



                                                                    Rolling Twelve Months
                                                                       Ended March 31
                                                                  2022                2021
Percent of total revenue attributable to top 20
pharmaceutical manufacturers                                            76 %                77 %




Net revenue retention. Net revenue retention is a comparison of revenue
generated from all customers in the previous twelve-month period to total
revenue generated from the same customers in the following twelve-month period
(i.e., excludes new customer relationships for the most recent twelve-month
period). The Company uses this metric to monitor its ability to improve its
penetration with existing customers and believes it also provides investors with
a metric to chart our ability to increase our year-over-year penetration and
revenue with existing customers. The retention rate in the twelve months ended
March 31, 2021 was higher as a result of unplanned disruption to the industry
caused by the Covid-19 pandemic. Our customers shifted funds previously
designated for in-person events to digital marketing throughout the initial
quarters of the pandemic. By the middle of 2021, while the pandemic continued,
there was less disruption and customers shift towards digitals solutions became
more normalized.



                           Rolling Twelve Months
                              Ended March 31
                           2022              2021
Net revenue retention           124 %           161 %




                                       13





Revenue per average full-time employee.We define revenue per average full-time
employee as total revenue over the last twelve months divided by the average
number of employees over the last twelve months (i.e., the average between the
number of FTEs at the end of the reported period and the number of FTEs at the
end of the same period of the prior year). The Company uses this metric to
monitor the productivity of its workforce and its ability to scale efficiently
over time and believes the metric provides investors with a way to chart our
productivity and scalability. Our revenue rate grew more quickly than our
increase in the number of employees, allowing us to achieve more productivity.
We were able to do this by taking advantage of the expandable technology
infrastructure that we have built over the years.



                                           Rolling Twelve Months
                                               Ended March 31
                                             2022           2021

Revenue per average full-time employee $ 733,275 $ 634,571

Results of Operations for the Three Months Ended March 31, 2022 and 2021





Revenues


Our total revenue reported for the three months ended March 31, 2022 was approximately $13.7 million, an increase of 22% over the approximately $11.2 million from the same period in 2021. The increased revenue resulted from increases in sales in our messaging and access solutions.





We expect that our revenues will continue to grow for the balance of 2022 as a
result of the new clients we secured in the first quarter of the year as well as
those we expect to pick up for the remainder of the year. In addition, we
believe that the foundations we laid in 2020 and 2021, including increased
pharmaceutical brands, an increased distribution network, and strong growth in
our messaging solutions will result in steady growth throughout the year.



Cost of Revenues



The cost of revenue increased from $5.1 million to $5.6 million primarily as a
result of the increase in revenue. Our cost of revenues as a percentage of
revenues decreased for the quarter ended March 31, 2021. This improvement was a
result of solution mix, both as it relates to solutions and the partners through
which the messages are delivered and increases in the type of services we
provide that are not subject to revenue share. Additional discussion is included
in the gross margin section below.



                        Three Months Ended
                            March 31,
                       2022             2021
Cost of Revenues %          41 %           45 %
Gross Margin %              59 %           55 %




Gross Margin



As reflected in the table above, our gross margin, which is the difference
between our revenues and our cost of revenues, increased for the three months
ended March 31, 2022, as a result of solution mix. In general, there has been an
increase in the percentage of activity flowing through our lower cost channels
compared with a year ago. Additionally, revenue increases in our access
solutions and RWE includes a much higher percentage of program design, which
carries a higher margin than the delivery of the actual messages. We expect our
gross margin to remain relatively constant for the balance of the year.



                                       14





Operating Expenses



Operating expenses increased from approximately $6.8 million for the three
months ended March 31, 2021 to approximately $11.8 million for the same period
in 2022, an increase of approximately 75%. This increase in expense is due to
investment in, and expansion of, our workforce to enable future growth. Stock
based compensation, a noncash expense, had the greatest increase over prior year
and is discussed in greater detail below.



The detail of expenditures by major category is reflected in the table below.



                                       Three Months Ended
                                           March 31,
                                      2022            2021

Salaries, Wages, & Benefits       $  5,305,866     $ 3,580,817
Stock-Based Compensation             3,174,098         707,153
Contractors and Consultants            426,626         299,376
Travel                                 118,709           9,830
Board Compensation                      61,875          61,250
Professional Fees                      488,926         321,220
Investor Relations                      50,720          46,287
Advertising and Promotion              235,640         128,885
Technology Infrastructure Costs        609,629         213,279
Integration Incentives                 425,556         318,558
Data                                   178,709         287,912
Office, Facility, and Other            314,879         292,028
Depreciation and Amortization          471,540         496,321

Total Operating Expense           $ 11,862,773     $ 6,762,916
The increase in operating expense related to salaries, wages, and benefits and
other human resource related costs is due to the expansion of our team to
support additional growth. We expect our compensation expense to continue to
increase on a quarter over quarter basis, although at a lower rate, due to the
full impact of new hires during the first quarter as well as new hires in the
pipeline. Since March 31, 2021, we have added to our staff in several key areas,
including product development, sales, and IT, and the addition of our Chief
Financial Officer/Chief Operations Officer. During the past 12 months we hired
20 net additional employees.



Stock-based compensation increased by $2.5 million from $0.7 million for the
three months ended March 31, 2021 to $3.2 million for the same period in 2022.
Stock based compensation is awarded to all full-time employees upon their start
date as well as to certain key employees to encourage high performance. In the
fourth quarter of 2021, we issued a significant market-based grant with a
requisite service period of less than 3 years. The expense for the market-based
award is amortized over the expected service period. The impact on first quarter
expense is $1.5 million.


Contractors and consultants increased 43% as we have incurred consulting costs associated with building a scalable infrastructure.

Travel expenses increased significantly as a result of relaxed travel restrictions related to the Covid-19 pandemic.





Professional fees increased 52% over prior year primarily as a result of fees
related to management's assessment of internal controls and external audit fees
due to Sarbanes-Oxley. Previously we were exempt from the Sarbanes-Oxley Act
Section 404B requirement.


Our advertising and promotion increased over the same period prior year as we continue to invest in growth initiatives.





Technology infrastructure costs increased due to continued investment in our
operating systems to facilitate new products as well as the implementation of
additional software products to increase efficiency and information
dissemination.



Integration incentives, which represent payments to partners for access and/or
exclusivity, increased because of new agreements signed in the second half of
2021. These payments are usually made in lump sums and expensed over the term of
the contracts. These expenses are an important part of our ability to expand our
network.



                                       15




Data costs decreased 38% over the same period in the prior year as we have continued to evaluate our data vendors and partner with the most effective and valuable providers.

All other variances in the table above are the result of normal fluctuations in activity.


We expect our overall operating expenses to increase in the second quarter of
2022 as we further implement our business plan and expand our operations.
However, we expect operating expense to increase at a slower rate throughout the
balance of the year.



Net Loss



We had a net loss of approximately $3.8 million for the three months ended March
31, 2022, as compared to a net loss of approximately $0.6 million during the
same period in 2021. The reasons and specific components associated with the
change are discussed above. Overall, the increase in net loss resulted from
significant investments made in our people and technology infrastructure.



Liquidity and Capital Resources





As of March 31, 2022, we had total current assets of approximately $112.7
million, compared with current liabilities of approximately $6.9 million,
resulting in working capital of approximately $105.8 million and a current ratio
of approximately 16 to 1. This represents an increase from our working capital
of approximately $105.7 million and current ratio of 12 to 1 at December 31,
2021.



Our operating activities provided $4.1 million during the three months ended
March 31, 2022, compared with $1.7 million in the same period in 2021. We had a
net loss of $3.8 million for the period 2022, but noncash expenses of $3.6
million and working capital generated by the collection of receivables offset
the loss.



We had proceeds from financing activities of approximately $0.3 million related
to the exercise of stock options during the three months ended March 31, 2022.
For the same period in 2021, we raised $70.7 million in a public offering of our
common stock as well as generated $1.1 million from the issuance of shares
related to the exercise of stock options. These proceeds in 2021 were partially
offset by the payment of $1.6 million in earnout payments from a previous
acquisition.



We believe that funds generated from operations, together with existing cash,
will be sufficient to finance our current operations and planned growth for the
next twelve (12) months. In addition, we believe we can generate the cash needed
to operate beyond the next 12 months from operations. However, we may seek
additional debt or equity financing to supplement cash from operations to fund
acquisitions or strategic partner relationships, make capital expenditures, and
satisfy working capital needs. We currently have an effective shelf registration
statement, which allows us to issue, in unlimited amounts, securities, including
common stock, preferred stock, debt securities, warrants, and units.



Critical Accounting Policies



We prepare our consolidated financial statements in conformity with accounting
principles generally accepted in the United States. The preparation of these
financial statements requires the use of estimates, judgments and assumptions
that affect the reported amounts of assets and liabilities at the date of the
financial statements and reported amounts of revenues and expenses during the
periods presented. Actual results could differ from those estimates and
assumptions. Our significant accounting policies are described in Note 2 to the
Consolidated Financial Statements in the Annual Report on Form 10-K for the year
ended December 31, 2021 (2021 Annual Report on Form 10-K). The accounting
policies we used in preparing these financial statements are substantially
consistent with those we applied in our 2021 Annual Report on Form 10-K. Our
critical accounting policies are described in Management's Discussion and
Analysis included in the 2021 Annual Report on Form 10-K.



                                       16




Recently Issued Accounting Pronouncements





In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740):
Simplifying the Accounting for Income Taxes. ASU 2019-12 is intended to improve
consistent application and simplify the accounting for income taxes. ASU 2019-12
removes certain exceptions to the general principles in Topic 740 and clarifies
and amends existing guidance. ASU 2019-12 was effective for annual and interim
reporting periods beginning after December 15, 2020, with early adoption
permitted. The adoption of this standard did not have a material effect on our
financial position, results of operations, or cash flows.



Not Yet Adopted



ASU Topic 2021-08 Business Combinations (Topic 805), Accounting for Contract
Assets and Contract Liabilities from Contracts with Customers, which requires
contract assets and contract liabilities acquired in a business combination to
be recognized and measured by the acquirer on the acquisition date in accordance
with ASC 606, Revenue from Contracts with Customers, as if it had originated the
contracts. The standard is effective for the Company's fiscal year beginning
January 1, 2023, with early adoption permitted. The Company is currently
evaluating the effect of this pronouncement on its Consolidated Financial
Statements, but it is not expected to have a material impact.



Off Balance Sheet Arrangements

As of March 31, 2022, there were no off-balance sheet arrangements.

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