Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 01, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | OptimizeRx Corp | |
Entity Central Index Key | 0001448431 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Filer Category | Accelerated Filer | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 14,173,850 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-38543 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | NV |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 29,759,967 | $ 8,914,034 |
Accounts receivable | 7,158,390 | 6,457,841 |
Prepaid expenses | 973,177 | 360,146 |
Total Current Assets | 37,891,534 | 15,732,021 |
Property and equipment, net | 156,809 | 149,330 |
Other Assets | ||
Goodwill | 3,678,513 | 3,678,513 |
Patent rights, net | 2,604,677 | 2,766,944 |
Other intangible assets, net | 3,542,462 | 2,492,123 |
Right of use assets, net | 587,497 | |
Other assets and deposits | 92,239 | 235,647 |
Total Other Assets | 10,505,388 | 9,173,227 |
TOTAL ASSETS | 48,553,731 | 25,054,578 |
Current Liabilities | ||
Accounts payable - trade | 1,095,474 | 411,010 |
Accrued expenses | 607,000 | 1,300,882 |
Revenue share payable | 1,668,287 | 1,908,616 |
Current portion of lease obligations | 113,476 | |
Current portion of contingent purchase price payable | 810,000 | |
Deferred revenue | 1,115,904 | 610,625 |
Total Current Liabilities | 5,410,141 | 4,231,133 |
Non-current Liabilities | ||
Lease obligations, net of current portion | 478,201 | |
Contingent purchase price payable, net of current portion | 1,530,000 | 2,365,000 |
Total Non-current liabilities | 2,008,201 | 2,365,000 |
Total Liabilities | 7,418,342 | 6,596,133 |
Stockholders' Equity | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no issued and outstanding at September 30, 2019 or December 31, 2018 | ||
Common stock, $0.001 par value, 500,000,000 shares authorized, 14,173,850 and 12,038,618 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively | 14,174 | 12,039 |
Additional paid-in-capital | 72,561,045 | 48,725,211 |
Accumulated deficit | (31,439,830) | (30,278,805) |
Total Stockholders' Equity | 41,135,389 | 18,458,445 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 48,553,731 | $ 25,054,578 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 14,173,850 | 12,038,618 |
Common stock, shares outstanding | 14,173,850 | 12,038,618 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
NET REVENUE | $ 5,002,767 | $ 5,415,384 | $ 17,218,492 | $ 14,627,094 |
COST OF REVENUES | 1,981,143 | 2,268,968 | 6,251,766 | 6,513,810 |
GROSS MARGIN | 3,021,624 | 3,146,416 | 10,966,726 | 8,113,284 |
OPERATING EXPENSES | 5,008,934 | 2,923,238 | 12,341,827 | 7,807,705 |
INCOME (LOSS) FROM OPERATIONS | (1,987,310) | 223,178 | (1,375,101) | 305,579 |
OTHER INCOME | ||||
Interest income | 136,368 | 21,750 | 192,305 | 30,679 |
Change in Fair Value of Contingent Consideration | 280,000 | 25,000 | ||
TOTAL OTHER INCOME | 416,368 | 21,750 | 217,305 | 30,679 |
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | (1,570,942) | 244,928 | (1,157,796) | 336,258 |
PROVISION FOR INCOME TAXES | ||||
NET INCOME (LOSS) | $ (1,570,942) | $ 244,928 | $ (1,157,796) | $ 336,258 |
WEIGHTED AVERGE SHARES OUTSTANDING | ||||
BASIC | 14,146,489 | 11,755,500 | 12,996,590 | 10,840,584 |
DILUTED | 14,146,489 | 12,921,768 | 12,996,590 | 11,766,754 |
EARNINGS (LOSS) PER SHARE | ||||
BASIC | $ (0.11) | $ 0.02 | $ (0.09) | $ 0.03 |
DILUTED | $ (0.11) | $ 0.02 | $ (0.09) | $ 0.03 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock | Additional Paid in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2017 | $ 9,773 | $ 36,573,888 | $ (30,363,122) | $ 6,220,539 |
Balance, shares at Dec. 31, 2017 | 9,772,694 | |||
Cumulative effect of change in accounting principle related to lease accounting | (142,027) | (142,027) | ||
Shares issued as compensation | $ 6 | $ 28,869 | $ 28,875 | |
Shares issued as compensation, shares | 6,249 | |||
Stock-based compensation expense | 468,247 | 468,247 | ||
Stock-based compensation expense, shares | ||||
Shares issued for revenue share | $ 100 | $ 446,900 | $ 447,000 | |
Shares issued for revenue share, shares | 100,000 | |||
Net loss | (189,179) | (189,179) | ||
Balance at Mar. 31, 2018 | $ 9,879 | 37,517,904 | (30,694,328) | 6,833,455 |
Balance, shares at Mar. 31, 2018 | 9,878,943 | |||
Public offering of common shares for cash, net of offering costs | $ 1,667 | 8,162,807 | 8,164,474 | |
Public offering of common shares for cash, net of offering costs, shares | 1,666,669 | |||
Shares issued in connection with reverse split | $ 1 | (1) | ||
Shares issued in connection with reverse split, shares | 908 | |||
Shares issued for stock options exercised | $ 2 | 4,918 | 4,920 | |
Shares issued for stock options exercised, shares | 2,002 | |||
Shares issued as compensation | $ 8 | $ 89,937 | $ 89,945 | |
Shares issued as compensation, shares | 8,336 | |||
Stock-based compensation expense | 426,755 | 426,755 | ||
Stock-based compensation expense, shares | ||||
Net loss | $ 280,509 | $ 280,509 | ||
Balance at Jun. 30, 2018 | $ 11,557 | 46,202,320 | (30,413,819) | 15,800,058 |
Balance, shares at Jun. 30, 2018 | 11,556,858 | |||
Shares issued for cashless exercise of warrants | $ 251 | (251) | ||
Shares issued for cashless exercise of warrants, shares | 251,046 | |||
Shares issued for stock options exercised | $ 141 | 450,881 | 451,022 | |
Shares issued for stock options exercised, shares | 141,403 | |||
Shares issued as compensation | $ 22 | $ 354,825 | $ 354,847 | |
Shares issued as compensation, shares | 21,489 | |||
Stock-based compensation expense | 353,311 | 353,511 | ||
Stock-based compensation expense, shares | ||||
Net loss | $ 244,928 | $ 244,928 | ||
Balance at Sep. 30, 2018 | $ 11,971 | 47,361,086 | (30,168,891) | 17,204,366 |
Balance, shares at Sep. 30, 2018 | 11,970,976 | |||
Balance at Dec. 31, 2018 | $ 12,039 | 48,725,211 | (30,278,805) | 18,458,445 |
Balance, shares at Dec. 31, 2018 | 12,038,618 | |||
Cumulative effect of change in accounting principle related to lease accounting | (3,229) | (3,229) | ||
Shares issued for restricted stock awards | $ 130 | (130) | ||
Shares issued for restricted stock awards, shares | 130,001 | |||
Shares issued for stock options exercised | $ 102 | 343,683 | 343,785 | |
Shares issued for stock options exercised, shares | 101,878 | |||
Shares issued as compensation | $ 8 | $ 106,026 | $ 106,034 | |
Shares issued as compensation, shares | 8,336 | |||
Stock-based compensation expense | 530,312 | 530,312 | ||
Stock-based compensation expense, shares | ||||
Net loss | $ 6,529 | $ 6,529 | ||
Balance at Mar. 31, 2019 | $ 12,279 | 49,705,102 | (30,275,505) | 19,441,876 |
Balance, shares at Mar. 31, 2019 | 12,278,833 | |||
Public offering of common shares for cash, net of offering costs | $ 1,769 | 21,302,057 | 21,303,826 | |
Public offering of common shares for cash, net of offering costs, shares | 1,769,275 | |||
Shares issued for stock options exercised | $ 61 | 214,253 | 214,314 | |
Shares issued for stock options exercised, shares | 60,295 | |||
Shares issued as compensation | $ 8 | $ 135,035 | $ 135,043 | |
Shares issued as compensation, shares | 8,336 | |||
Stock-based compensation expense | 408,087 | 408,087 | ||
Stock-based compensation expense, shares | ||||
Net loss | $ 406,617 | $ 406,617 | ||
Balance at Jun. 30, 2019 | $ 14,117 | 71,764,534 | (29,868,888) | 41,909,763 |
Balance, shares at Jun. 30, 2019 | 14,116,739 | |||
Shares issued for stock options exercised | $ 49 | 206,275 | 206,324 | |
Shares issued for stock options exercised, shares | 48,775 | |||
Shares issued as compensation | $ 8 | $ 120,697 | $ 120,705 | |
Shares issued as compensation, shares | 8,336 | |||
Stock-based compensation expense | 469,539 | 469,539 | ||
Stock-based compensation expense, shares | ||||
Net loss | $ (1,570,942) | $ (1,570,942) | ||
Balance at Sep. 30, 2019 | $ 14,174 | $ 72,561,045 | $ (31,439,830) | $ 41,135,389 |
Balance, shares at Sep. 30, 2019 | 14,173,850 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) income | $ (1,157,796) | $ 336,258 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation and amortization | 745,928 | 163,418 |
Stock-based compensation | 1,407,938 | 1,242,776 |
Stock issued for services | 361,782 | 479,203 |
Change in fair value of contingent consideration | (25,000) | |
Changes in: | ||
Accounts receivable | (700,549) | (1,734,128) |
Prepaid expenses and other assets | (469,623) | 54,108 |
Accounts payable | 184,464 | (291,831) |
Revenue share payable | (240,329) | (414,722) |
Accrued expenses and other liabilities | (772,953) | (139,417) |
Deferred revenue | 505,279 | 164,129 |
NET CASH USED IN OPERATING ACTIVITIES | (160,859) | (140,206) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of equipment | (61,457) | (23,131) |
Purchase of intangible assets | (1,000,000) | (56,651) |
NET CASH USED IN INVESTING ACTIVITIES | (1,061,457) | (79,782) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock, net of commission costs | 22,369,960 | 9,455,943 |
Offering costs related to issuance of common stock | (301,711) | (835,526) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 22,068,249 | 8,620,417 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 20,845,933 | 8,400,429 |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 8,914,034 | 5,122,573 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 29,759,967 | 13,523,002 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Intangible asset additions included in accounts payable | 500,000 | |
Non-cash effect of cumulative adjustments to accumulated deficit | 3,229 | |
Lease liabilities arising from right of use assets | 672,809 | |
Non-cash issuance of shares to WPP, plc | $ 447,000 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND BASIS OF PRESENTATION | NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION The accompanying condensed consolidated financial statements include OptimizeRx Corporation and its wholly owned subsidiaries (collectively, the "Company", "we", "our", or "us"). We are a leading provider of digital health messaging via electronic health records (EHRs), providing a direct channel for pharmaceutical companies to communicate with healthcare providers and patients. Our cloud-based solution supports patient adherence to medications by providing real-time access to financial assistance, prior authorization, education and critical clinical information. Our network is comprised of leading EHR platforms and provides more than half a million healthcare providers access to these services within their workflow at the point of care. The condensed consolidated financial statements for the three and nine months ended September 30, 2019 and 2018 are unaudited and have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). In the opinion of management, all adjustments necessary to present fairly our consolidated financial position as of September 30, 2019, and our results of operations and changes in stockholders' equity for the three and nine months ended September 30, 2019 and 2018 and the statements of cash flows for the nine months ended September 30, 2019 and 2018 have been made. Those adjustments consist of normal and recurring adjustments. The condensed consolidated balance sheet as of December 31, 2018 has been derived from the audited consolidated balance sheet as of that date. Certain information and note disclosures, including a detailed discussion about the Company's significant accounting policies, normally included in our annual financial statements prepared in accordance with generally accepted accounting principles ("GAAP") have been condensed or omitted. These consolidated condensed financial statements should be read in conjunction with a reading of the financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as filed with the U.S. Securities and Exchange Commission on March 12, 2019. The results of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the full year. Certain reclassifications have been made in the prior period's condensed consolidated financial statements to conform to the current period's presentation. |
New Accounting Standards
New Accounting Standards | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
NEW ACCOUNTING STANDARDS | NOTE 2 – NEW ACCOUNTING STANDARDS In February 2016, the Financial Accounting Standards Board ("FASB") issued new accounting guidance on leases. The accounting standard, effective January 1, 2019, requires virtually all leases to be recognized on the balance sheet. Effective January 1, 2019, we adopted the standard using the modified retrospective method, under which we elected the package of practical expedients and transition provisions allowing us to bring our existing operating leases onto the consolidated balance sheet without adjusting comparative periods, but recognizing a cumulative-effect adjustment to the opening balance of accumulated deficit on January 1, 2019. Under the guidance, we have also elected not to separate lease and non-lease components in recognition of the lease-related assets and liabilities, as well as the related lease expense. We have operating leases with terms greater than 12 months for office space in three multitenant facilities, which are recorded as assets and liabilities. The lease on our headquarters space in Rochester, Michigan expires November 30, 2022, with a three-year renewal option through 2025, with monthly rent payable at rates ranging from $6,384 to $6,688. We have assumed renewal of the lease. We also have a lease on office space in Cranbury, New Jersey, expiring in 2022 with monthly payments ranging from $2,707 to $2,808, as well as a lease of approximately $1,800 per month in Zagreb, Croatia expiring in 2022. Lease-related assets, or right-of-use 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. Operating lease expense is recognized on a straight-line basis over the lease term, while variable lease payments are expensed as incurred. Upon adoption of the standard on January 1, 2019, we recorded approximately $462,000 of right of use assets and $465,000 of lease-related liabilities, with the difference recorded in accumulated deficit as the cumulative effect of change in accounting principle at that date. For the three and nine months ended September 30, 2019, the Company's lease cost consisted of the following components, each of which is included in operating expenses within the Company's consolidated statements of operations: Three Months Ended Nine Months Ended Operating lease cost $ 33,868 $ 98,043 Short-term lease cost (1) 11,771 30,663 Total lease cost $ 45,639 $ 128,706 (1) Short-term lease cost includes any lease with a term of less than 12 months. The table below presents the future minimum lease payments to be made under operating leases as of September 30, 2019: For the year ending December 31, 2019(a) $ 33,977 2020 138,019 2021 140,367 2022 102,367 2023 99,209 Thereafter 150,599 Total 664,538 Less: present value discount 72,861 Total lease liabilities $ 591,677 (a) For the remaining three-month period beginning October 1, 2019. The weighted average remaining lease term for operating leases is 5.2 years and the weighted average discount rate used in calculating the operating lease asset and liability is 4.5%. Cash paid for amounts included in the measurement of lease liabilities is $94,105. For the nine months ended September 30, 2019, payments on lease obligations were $79,071 and amortization on the right of use assets was $80,022. Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 provides for a new impairment model, which requires measurement and recognition of expected credit losses for most financial assets and certain other instruments, including but not limited to accounts receivable and available for sale debt securities. ASU 2016-13 will become effective for the Company on January 1, 2020 and early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating the second step of the goodwill impairment test. The second step measures a goodwill impairment loss by comparing the implied fair value of a reporting unit's goodwill with the carrying amount of that goodwill. Under ASU 2017-04, a company will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value. ASU 2017-04 will be applied prospectively and is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 modifies the disclosure requirements on fair value measurements and will become effective for the Company on January 1, 2020 and early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 3 – STOCKHOLDERS' EQUITY During the quarter ended June 30, 2019, in an underwritten primary offering, we issued 1,769,275 shares of our common stock for gross proceeds of $23,000,575. In connection with this transaction, we incurred equity issuance costs of $1,696,749 related to payments to the underwriter, advisors and legal fees associated with the transaction, resulting in net proceeds to the Company of $21,303,826. During the quarter ended June 30, 2018, in a private transaction, we issued 1,666,669 shares of our common stock for gross proceeds of $9,000,000. In connection with this transaction, we incurred equity issuance costs of $835,526 related to payments to advisors and legal fees associated with the transaction, resulting in net proceeds to the Company of $8,164,474. During the quarters ended September 30, 2019, June 30, 2019, and March 31, 2019, we issued 48,775, 60,295 and 89,826 shares, respectively, of our common stock and received proceeds of $206,324, $214,314, and $343,785, respectively, in connection with the exercise of stock options under our 2013 equity compensation plan. We issued an additional 12,052 shares of our common stock in the quarter ended March 31, 2019 in connection with the exercise of options using the net-settled method, whereby no cash was received, but rather the exercise price was paid by the surrender of shares underlying the options. We also issued 130,001 shares of our common stock in the quarter ended March 31, 2019 in connection with restricted stock awards awarded in 2018. We issued 141,403 and 2,002 shares of our common stock and received proceeds of $451,022 and $4,920 in connection with the exercise of options in the quarters ended September 30, 2018 and June 30, 2018, respectively. Our Director Compensation Plan calls for issuance of 2,084 shares per quarter to each independent director. In 2019, we issued 8,336 shares each quarter, valued at $106,034, $135,043, and $120,705 for the quarters ended March 31, June 30, and September 30, respectively. In 2018, we issued 6,249 shares valued at $28,875, 8,336 shares valued at $89,945, and 11,489 shares valued at $206,082 for the quarters ended March 31, June 30, and September 30, respectively. Effective May 14, 2018, in connection with our listing on the Nasdaq Capital Market, we implemented a reverse split of our common stock by exchanging each three shares of our common stock for one share. The effect of this reverse split is presented in the accompanying condensed consolidated financial statements as if it had been effective as of the beginning of the earliest period presented. We elected to round fractional shares up to the nearest whole number rather than redeem them for cash, and as a result we issued 908 additional shares. In the quarter ended March 31, 2018, we issued 100,000 shares of common stock to a subsidiary of WPP, plc, a shareholder at the time, in full payment of all amounts due under a co-marketing agreement that covered certain WPP, plc agencies, whereby we shared a portion of our revenue with those agencies related to programs awarded to us by those agencies. The shares were valued at $447,000, the market value of the stock on the date of issuance. The amount due was recorded as a liability in revenue share payable at December 31, 2017. In the quarter ended September 30, 2018, we issued 10,000 shares valued at $148,050 in connection with investor relations services. |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
STOCK BASED COMPENSATION | NOTE 4 – STOCK BASED COMPENSATION We use the fair value method to account for stock-based compensation. We recorded $1,329,713 and $878,768 in compensation expense in the nine months ended September 30, 2019 and 2018, respectively, related to options issued under our stock-based incentive compensation plan. This includes expense related to options issued in prior years for which the requisite service period for those options includes the current period as well as options issued in the current period. The fair value of these instruments was calculated using the Black-Scholes option pricing model. There is $1,462,423 of remaining expense related to unvested options to be recognized in the future over a weighted average remaining period of less than one year. The total intrinsic value of outstanding options at September 30, 2019 is $13,318,970. The company also recorded expense related to restricted stock awards of $78,225 and $364,008 for the nine months ended September 30, 2019 and 2018, respectively. As of September 30, 2019, there is $1,513,475 of remaining expense related to unvested restricted stock awards to be recognized in the future related to 140,000 shares of restricted stock awards that are unvested at September 30, 2019. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | NOTE 5 – CONTINGENCIES Litigation The Company is not currently involved in any legal proceedings. |
(Loss) Earnings per Share
(Loss) Earnings per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
(LOSS) EARNINGS PER SHARE | NOTE 6 – (LOSS) EARNINGS PER SHARE The following table sets forth the computation of basic and diluted (loss) earnings per share. Three Months Ended Nine Months Ended 2019 2018 2019 2018 Numerator Net (loss) income $ (1,570,942 ) $ 244,928 $ (1,157,796 ) $ 336,258 Denominator Weighted average shares outstanding used in computing (loss) earnings per share Basic 14,146,489 11,755,500 12,996,590 10,840,584 Effect of dilutive stock options, warrants, and unvested restricted stock awards - 1,166,268 - 936,170 Diluted 14,146,489 12,921,768 12,996,590 11,776,754 (Loss) earnings per share Basic $ (0.11 ) $ 0.02 $ (0.09 ) $ 0.03 Diluted $ (0.11 ) $ 0.02 $ (0.09 ) $ 0.03 No calculation of diluted earnings per share is included for 2019 as the effect of the calculation would be antidilutive. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7 – SUBSEQUENT EVENTS In October 2019, we completed the acquisition of 100% of the outstanding shares of RMDY Health, Inc., a privately held leading provider of collaborative digital therapeutics SaaS solutions for the healthcare industry. This strategic acquisition allows us to extend our ability to engage doctors and patients for our pharmaceutical clients, introduce important client segments to our solution site, and continue expanding on our patient engagement revenue stream. The purchase price was $16.0 million, which will be adjusted for final working capital acquired. Total cash paid in October as part of the transaction was $8.7 million, which included payments for closing indebtedness, transaction expenses, escrows, and payments to RMDY Health stockholders. There were approximately $300,000 of costs directly related to the acquisition included in the condensed consolidated statements of operations for the three and nine months ended September 30, 2019 as well. Additionally, a portion of the purchase price, $5.9 million, is payable in shares of our common stock, and 382,893 shares will be issued in November 2019 in connection with this acquisition. Additional shares may be issued in future years at the time of the escrow release. Two additional payments not to exceed $30.0 million may become due as part of an earnout in the amount of 1.75 times the amount that we exceed $4.0 million of revenues related to the "RMDY" product in 2020, and 1.75 times the amount that we exceed 2020 revenues related to the "RMDY" product in 2021. Since the acquisition occurred subsequent to September 30, 2019, no results from operations of RMDY Health are included in our consolidated statement of operations for the three and nine months ended September 30, 2019. It is currently impractical to disclose a preliminary purchase price allocation of RMDY Health or pro forma financial information combining both companies as of the earliest period presented in these financial statements as RMDY Health is currently in the process of both closing its books and records and converting them to U.S. GAAP. Notwithstanding the foregoing, all required financial information concerning the RMDY Health acquisition will be included in an amended 8K with a due date of December 19, 2019. In accordance with ASC 855-10, we have analyzed events and transactions that occurred subsequent to September 30, 2019 through the date these financial statements were issued and have determined that other than as discussed above, we do not have any material subsequent events to disclose or recognize in these financial statements. |
New Accounting Standards (Table
New Accounting Standards (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of operating expenses | Three Months Ended Nine Months Ended Operating lease cost $ 33,868 $ 98,043 Short-term lease cost (1) 11,771 30,663 Total lease cost $ 45,639 $ 128,706 (1) Short-term lease cost includes any lease with a term of less than 12 months. |
Schedule of future minimum lease payments | For the year ending December 31, 2019(a) $ 33,977 2020 138,019 2021 140,367 2022 102,367 2023 99,209 Thereafter 150,599 Total 664,538 Less: present value discount 72,861 Total lease liabilities $ 591,677 (a) For the remaining three-month period beginning October 1, 2019. |
(Loss) Earnings per Share (Tabl
(Loss) Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings per share | Three Months Ended Nine Months Ended 2019 2018 2019 2018 Numerator Net (loss) income $ (1,570,942 ) $ 244,928 $ (1,157,796 ) $ 336,258 Denominator Weighted average shares outstanding used in computing (loss) earnings per share Basic 14,146,489 11,755,500 12,996,590 10,840,584 Effect of dilutive stock options, warrants, and unvested restricted stock awards - 1,166,268 - 936,170 Diluted 14,146,489 12,921,768 12,996,590 11,776,754 (Loss) earnings per share Basic $ (0.11 ) $ 0.02 $ (0.09 ) $ 0.03 Diluted $ (0.11 ) $ 0.02 $ (0.09 ) $ 0.03 |
New Accounting Standards (Detai
New Accounting Standards (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | ||
Accounting Changes and Error Corrections [Abstract] | |||
Operating lease cost | $ 33,868 | $ 98,043 | |
Short-term lease cost | [1] | 11,771 | 30,663 |
Total lease cost | $ 45,639 | $ 128,706 | |
[1] | Short-term lease cost includes any lease with a term of less than 12 months. |
New Accounting Standards (Det_2
New Accounting Standards (Details 1) | Sep. 30, 2019USD ($) | |
For the year ending December 31, | ||
2019 | $ 33,977 | [1] |
2020 | 138,019 | |
2021 | 140,367 | |
2022 | 102,367 | |
2023 | 99,209 | |
Thereafter | 150,599 | |
Total | 664,538 | |
Less: present value discount | 72,861 | |
Total lease liabilities | $ 591,677 | |
[1] | For the remaining three-month period beginning October 1, 2019. |
New Accounting Standards (Det_3
New Accounting Standards (Details Textual) - USD ($) | Jan. 02, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
New Accounting Standards (Textual) | |||
Right of use assets | $ 462,000 | $ 587,497 | |
Weighted average remaining lease term | 5 years 2 months 12 days | ||
Weighted average discount rate | 4.50% | ||
Lease-related liabilities | $ 465,000 | $ 94,105 | |
Payments on lease obligations | 79,071 | ||
Amortization on right of use assets | $ 80,022 | ||
Description of lease | We have operating leases with terms greater than 12 months for office space in three multitenant facilities, which are recorded as assets and liabilities. The lease on our headquarters space in Rochester, Michigan expires November 30, 2022, with a three-year renewal option through 2025, with monthly rent payable at rates ranging from $6,384 to $6,688. We have assumed renewal of the lease. We also have a lease on office space in Cranbury, New Jersey, expiring in 2022 with monthly payments ranging from $2,707 to $2,808, as well as a lease of approximately $1,800 per month in Zagreb, Croatia expiring in 2022. | ||
Michigan [Member] | |||
New Accounting Standards (Textual) | |||
Lease term | 3 years | ||
Lease expiration date | Nov. 30, 2022 | ||
Michigan [Member] | Minimum [Member] | |||
New Accounting Standards (Textual) | |||
Payments on lease obligations | $ 6,384 | ||
Michigan [Member] | Maximum [Member] | |||
New Accounting Standards (Textual) | |||
Payments on lease obligations | $ 6,688 | ||
New Jersey [Member] | |||
New Accounting Standards (Textual) | |||
Lease expiration date | Dec. 31, 2022 | ||
New Jersey [Member] | Minimum [Member] | |||
New Accounting Standards (Textual) | |||
Payments on lease obligations | $ 2,707 | ||
New Jersey [Member] | Maximum [Member] | |||
New Accounting Standards (Textual) | |||
Payments on lease obligations | $ 2,808 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | May 14, 2018 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 |
Stockholders' Equity (Textual) | |||||||
Shares of common stock issued, value | $ 21,303,826 | $ 8,164,474 | |||||
Reserve stock split, description | We implemented a reverse split of our common stock by exchanging each three shares of our common stock for one share. | ||||||
Shares issued | 908 | ||||||
Director [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Compensation plan issuance of shares | 2,084 | ||||||
Shares of common stock issued | 8,336 | 8,336 | 8,336 | 11,489 | 8,336 | 6,249 | |
Shares of common stock issued, value | $ 120,705 | $ 135,043 | $ 106,034 | $ 206,082 | $ 89,945 | $ 28,875 | |
WPP, plc [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Shares of common stock issued | 100,000 | ||||||
Investor Relations Services [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Shares of common stock issued | 10,000 | ||||||
Shares of common stock issued, value | $ 148,050 | ||||||
Restricted Stock [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Shares of common stock issued | 130,001 | ||||||
Stock Options [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Shares of common stock issued | 48,775 | 60,295 | 89,826 | 141,403 | 2,002 | ||
Shares of common stock issued, value | $ 206,324 | $ 214,314 | $ 343,785 | $ 451,022 | $ 4,920 | ||
Additionally common stock issued | 12,052 | ||||||
Underwriter [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Shares of common stock issued | 1,769,275 | ||||||
Gross proceeds of common stock amount | $ 23,000,575 | ||||||
Payments for legal settlements | 1,696,749 | ||||||
Net proceeds issuance of common stock | $ 21,303,826 | ||||||
Private Placement [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Shares of common stock issued | 1,666,669 | ||||||
Gross proceeds of common stock amount | $ 9,000,000 | ||||||
Payments for legal settlements | 835,526 | ||||||
Net proceeds issuance of common stock | $ 8,164,474 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Stock Based Compensation (Textual) | ||
Compensation expense | $ 1,329,713 | $ 878,768 |
Remaining expense related to unvested options to be recognized in future | 1,462,423 | |
Intrinsic value of options outstanding | 13,318,970 | |
Restricted stock expense | 78,225 | $ 364,008 |
Unvested restricted stock expense | $ 1,513,475 | |
Unvested restricted stock awards shares | 140,000 |
(Loss) Earnings per Share (Deta
(Loss) Earnings per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Numerator | ||||
Net (loss) income | $ (1,570,942) | $ 244,928 | $ (1,157,796) | $ 336,258 |
Weighted average shares outstanding used in computing (loss) earnings per share | ||||
Basic | 14,146,489 | 11,755,500 | 12,996,590 | 10,840,584 |
Effect of dilutive stock options, warrants, and unvested restricted stock awards | 1,166,268 | 936,170 | ||
Diluted | 14,146,489 | 12,921,768 | 12,996,590 | 11,766,754 |
(Loss) earnings per share | ||||
Basic | $ (0.11) | $ 0.02 | $ (0.09) | $ 0.03 |
Diluted | $ (0.11) | $ 0.02 | $ (0.09) | $ 0.03 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Oct. 31, 2019 | Oct. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Nov. 30, 2019 | Dec. 31, 2018 | |
Subsequent Events (Textual) | |||||||
Issued shares of common stock | 14,173,850 | 14,173,850 | 382,893 | 12,038,618 | |||
Proceeds from issuance of common stock | $ 22,369,960 | $ 9,455,943 | |||||
Purchase price | $ 16,000,000 | $ 5,900,000 | |||||
Total cash paid | $ 8,700,000 | ||||||
Acquisition costs,period cost | $ 300,000 | $ 300,000 | |||||
RMDY Health Inc [Member] | |||||||
Subsequent Events (Textual) | |||||||
Acquisition of the outstanding shares | 100.00% | ||||||
Description of acquisition | Two additional payments not to exceed $30.0 million may become due as part of an earnout in the amount of 1.75 times the amount that we exceed $4.0 million of revenues related to the "RMDY" product in 2020, and 1.75 times the amount that we exceed 2020 revenues related to the "RMDY" product in 2021. |