oprx-20260630

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 June 30, 2026

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: 18,835,951 common shares as of July 30, 2026.


		Page

	PART I – FINANCIAL INFORMATION

Item 1:	Financial Statements	1
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4:	Controls and Procedures	29
	PART II — OTHER INFORMATION

Item 1:	Legal Proceedings	31
Item 1A:	Risk Factors	31
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3:	Defaults Upon Senior Securities	31
Item 4:	Mine Safety Disclosure	31
Item 5:	Other Information	31
Item 6:	Exhibits	32


2			Condensed Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025;
3			Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited);
4			Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited);
6			Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (unaudited);
7			Notes to Condensed Consolidated Financial Statements (unaudited).


	June 30, 2026		December 31, 2025
ASSETS	(unaudited)
Current assets
Cash and cash equivalents	$	24,096	$	23,365
Accounts receivable, net of allowance for credit losses of $260 and $260 at June 30, 2026 and December 31, 2025, respectively	24,796		37,752
Taxes receivable	2,328		752
Prepaid expenses and other	2,926		2,846
Total current assets	54,146		64,715
Property and equipment, net	122		106
Other assets
Goodwill	70,869		70,869
Patent rights, net	4,267		4,586
Technology assets, net	6,281		6,870
Customer relationships, net	28,162		29,340
Operating lease right-of-use assets	452		404
Security deposits and other assets	18		28
Total other assets	110,049		112,097
TOTAL ASSETS	$	164,317	$	176,918
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt	$	1,250	$	4,255
Accounts payable	1,323		1,636
Accrued expenses	5,389		11,591
Revenue share payable	813		3,086

Current portion of lease liabilities	227		193
Deferred revenue	709		503
Total current liabilities	9,711		21,264
Non-current liabilities
Long-term debt, net	17,757		21,421
Lease liabilities, net of current portion	246		234
Deferred tax liabilities, net	5,521		5,705
Total liabilities	33,235		48,624
Commitments and contingent liabilities (See Note 12)
Stockholders’ equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding at June 30, 2026 and December 31, 2025	—		—
Common stock, $0.001 par value, 166,666,667 shares authorized, 20,574,233 and 20,500,986 shares issued at June 30, 2026 and December 31, 2025, respectively	21		20
Treasury stock, $0.001 par value, 1,741,397 shares held at June 30, 2026 and December 31, 2025	(2)		(2)
Additional paid-in-capital	211,486		207,512
Accumulated other comprehensive income (loss)	11		—
Accumulated deficit	(80,434)		(79,236)
Total stockholders’ equity	131,082		128,294
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	164,317	$	176,918


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2026		2025		2026		2025

Net revenue	$	20,504	$	29,195	$	40,348	$	51,123



Expenses
Cost of revenues, exclusive of depreciation and amortization presented separately below	4,816		10,560		9,728		19,144
Sales and marketing	5,528		5,865		10,257		10,850
General and administrative	3,702		3,909		7,215		8,466
Research and development	3,274		3,092		6,676		6,344
Stock-based compensation	2,208		1,488		4,036		3,046
Depreciation and amortization	1,064		1,074		2,128		2,168
Total expenses	20,592		25,988		40,040		50,018
Income from operations	(88)		3,207		308		1,105
Other income (expense)
Interest expense	(1,127)		(1,603)		(2,282)		(2,899)
Other income	38		37		76		76
Interest income	81		90		158		177
Total other expenses, net	(1,008)		(1,476)		(2,048)		(2,646)
Income (loss) before provision for income taxes	(1,096)		1,731		(1,740)		(1,541)
Income tax benefit (expense)	393		(199)		542		874
Net income (loss)	$	(703)	$	1,532	$	(1,198)	$	(667)

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	11		—		11		—
Comprehensive income (loss)	$	(692)	$	1,532	$	(1,187)	$	(667)

Weighted average number of shares outstanding – basic	18,785,596		18,510,834		18,773,638		18,490,931
Weighted average number of shares outstanding – diluted	18,785,596		19,015,496		18,773,638		18,490,931
Income (loss) per share – basic	$	(0.04)	$	0.08	$	(0.06)	$	(0.04)
Income (loss) per share – diluted	$	(0.04)	$	0.08	$	(0.06)	$	(0.04)


	Common Stock			Treasury Stock			Additional Paid in Capital		Accumulated Other Comprehensive Income (Loss) Paid in Capital		Accumulated Deficit		Total
	Shares	Amount		Shares	Amount

Balance January 1, 2026	20,500,986	$	20	(1,741,397)	$	(2)	$	207,512	$	—	$	(79,236)	$	128,294

Stock-based compensation expense
Options	—	—		—	—		805		—		—		805
Restricted stock	—	—		—	—		1,023		—		—		1,023
Issuance of common stock
For options exercised	1,264	—		—	—		—		—		—		—
For restricted stock units vested	4,222	1		—	—		(17)		—		—		(16)
Net loss	—	—		—	—		—		—		(495)		(495)

Balance March 31, 2026	20,506,472	$	21	(1,741,397)	$	(2)	$	209,323	$	—	$	(79,731)	$	129,611

Stock-based compensation expense
Options	—	—		—	—		976		—		—		976
Restricted stock	—	—		—	—		1,232		—		—		1,232
Issuance of common stock

For restricted stock units vested	67,761	—		—	—		(45)		—		—		(45)
Foreign currency translation adjustment	—	—		—	—		—		11		—		11
Net loss	—	—		—	—		—		—		(703)		(703)

Balance June 30, 2026	20,574,233	$	21	(1,741,397)	$	(2)	$	211,486	$	11	$	(80,434)	$	131,082


	June 30, 2026
	Gross Carrying Amount		Accumulated Amortization		Net		Weighted Average Life Remaining
Patent rights	$	6,838	$	2,571	$	4,267	6.3
Technology assets	9,585		3,304		6,281		6.5
Customer relationships	34,923		6,761		28,162		12.1
Total intangible assets	$	51,346	$	12,636	$	38,710


	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
Customer relationships	34,923		5,583		29,340		12.6
Total intangible assets	$	51,346	$	10,550	$	40,796


Year ended December 31,
2026 (remainder)	$	2,069
2027	3,857
2028	3,709
2029	3,676
2030	3,676
Thereafter	21,723
Total	$	38,710


	June 30, 2026		December 31, 2025
Term loan, due in 2031	$	19,688	$	26,290
Less: current portion of long-term debt	(1,250)		(4,255)
Less: unamortized issuance costs	(681)		(614)
Long-term debt, net	$	17,757	$	21,421


As of June 30, 2026

2026 (remainder)	$	625
2027	1,250
2028	1,250
2029	1,250
2030	1,250
Thereafter	14,063
	$	19,688


	For the Six Months Ended June 30,
	2026		2025
OPERATING ACTIVITIES:
Net loss	$	(1,198)	$	(667)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	2,128		2,168
Stock-based compensation	4,036		3,046

Amortization of debt issuance costs	635		611
Changes in:
Accounts receivable	12,956		4,700
Prepaid expenses and other assets	(81)		(958)
Accounts payable	(313)		(174)
Revenue share payable	(2,273)		(2,462)
Accrued expenses and other liabilities	(6,190)		4,138
Operating lease liabilities	(2)		9
Deferred tax liabilities	(184)		(1,033)
Taxes receivable and payable	(1,576)		(964)
Deferred revenue	206		11
NET CASH PROVIDED BY OPERATING ACTIVITIES	8,144		8,425

INVESTING ACTIVITIES:
Purchases of property and equipment	(56)		(37)



Capitalized software development costs	—		(91)
NET CASH USED IN INVESTING ACTIVITIES	(56)		(128)

FINANCING ACTIVITIES:
Cash paid for employee withholding taxes related to the vesting of restricted stock units	(63)		(92)
Proceeds from term loan, net of issuance costs	24,298		—

Repayment of long-term debt	(31,603)		(5,000)
NET CASH USED IN FINANCING ACTIVITIES	(7,368)		(5,092)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	11		—
NET INCREASE IN CASH AND CASH EQUIVALENTS	731		3,205
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	23,365		13,380
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	24,096	$	16,585


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Operating lease cost	$	62	$	60	$	122	$	122
Short-term lease cost (1)	—		—		—		—
Total lease cost	$	62	$	60	$	122	$	122

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