Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 05, 2020 | |
Document Information Line Items | ||
Entity Registrant Name | OptimizeRx Corp | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 15,108,646 | |
Amendment Flag | false | |
Entity Central Index Key | 0001448431 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 001-38543 | |
Entity Incorporation, State or Country Code | NV | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 12,032,538 | $ 18,852,680 |
Accounts receivable, net | 13,332,552 | 7,418,025 |
Prepaid expenses | 1,867,590 | 871,043 |
Total Current Assets | 27,232,680 | 27,141,748 |
Property and equipment, net | 151,809 | 176,014 |
Other Assets | ||
Goodwill | 14,740,031 | 14,740,031 |
Technology assets, net | 5,464,916 | 6,238,453 |
Patent rights, net | 2,388,320 | 2,550,587 |
Other intangible assets, net | 4,677,439 | 5,151,102 |
Right of use assets, net | 474,906 | 559,863 |
Other assets and deposits | 16,013 | 80,727 |
Total Other Assets | 27,761,625 | 29,320,763 |
TOTAL ASSETS | 55,146,114 | 56,638,525 |
Current Liabilities | ||
Accounts payable – trade | 480,502 | 492,995 |
Accrued expenses | 1,794,019 | 1,800,635 |
Revenue share payable | 3,642,088 | 1,618,438 |
Current portion of lease obligations | 121,583 | 115.431 |
Current portion of contingent purchase price payable | 1,610,813 | 1,500,000 |
Deferred revenue | 461,277 | 580,014 |
Total Current Liabilities | 8,110,282 | 6,107,513 |
Non-current Liabilities | ||
Lease obligations, net of current portion | 356,618 | 448,753 |
Contingent purchase price payable, net of current portion | 5,220,000 | |
Total Non-current Liabilities | 356,618 | 5,668,753 |
Total Liabilities | 8,466,900 | 11,776,266 |
Commitments and contingencies (See Note 8) | ||
Stockholders’ Equity | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no issued and outstanding at September 30, 2020 or December 31, 2019 | ||
Common stock, $0.001 par value, 500,000,000 shares authorized, 15,072,226 and 14,600,579 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 15,072 | 14,601 |
Additional paid-in-capital | 83,653,045 | 78,272,268 |
Accumulated deficit | (36,988,903) | (33,424,610) |
Total Stockholders’ Equity | 46,679,214 | 44,862,259 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 55,146,114 | $ 56,638,525 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 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 (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares outstanding | 15,072,226 | 14,600,579 |
Common stock, shares issued | 15,072,226 | 14,600,579 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
NET REVENUE | $ 10,519,191 | $ 5,002,767 | $ 26,887,022 | $ 17,218,492 |
COST OF REVENUES | 4,504,844 | 1,981,143 | 11,385,622 | 6,251,766 |
GROSS MARGIN | 6,014,347 | 3,021,624 | 15,501,400 | 10,966,726 |
OPERATING EXPENSES | 6,191,069 | 5,008,934 | 18,993,187 | 12,341,827 |
LOSS FROM OPERATIONS | (176,722) | (1,987,310) | (3,491,787) | (1,375,101) |
OTHER INCOME (EXPENSE) | ||||
Interest income | 4,218 | 136,368 | 67,884 | 192,305 |
Change in fair value of contingent consideration | (110,390) | 280,000 | (140,390) | 25,000 |
TOTAL OTHER INCOME (EXPENSE) | (106,172) | 416,368 | (72,506) | 217,305 |
LOSS BEFORE PROVISION FOR INCOME TAXES | (282,894) | (1,570,942) | (3,564,293) | (1,157,796) |
PROVISION FOR INCOME TAXES | ||||
NET INCOME (LOSS) | $ (282,894) | $ (1,570,942) | $ (3,564,293) | $ (1,157,796) |
WEIGHTED AVERGE SHARES OUTSTANDING | ||||
BASIC (in Shares) | 14,900,971 | 14,146,489 | 14,726,534 | 12,996,590 |
DILUTED (in Shares) | 14,900,971 | 14,146,489 | 14,726,534 | 12,996,590 |
EARNINGS (LOSS) PER SHARE | ||||
BASIC (in Dollars per share) | $ (0.02) | $ (0.11) | $ (0.24) | $ (0.09) |
DILUTED (in Dollars per share) | $ (0.02) | $ (0.11) | $ (0.24) | $ (0.09) |
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, 2018 | $ 12,039 | $ 48,725,211 | $ (30,278,805) | $ 18,458,445 |
Balance (in 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 previous year restricted stock awards | $ 130 | (130) | ||
Shares issued for previous year restricted stock awards (in Shares) | 130,001 | |||
Shares issued for stock options exercised | $ 102 | 343,683 | 343,785 | |
Shares issued for stock options exercised (in Shares) | 101,878 | |||
Shares issued as board compensation | $ 8 | 106,026 | 106,034 | |
Shares issued as board compensation (in Shares) | 8,336 | |||
Stock-based compensation expense | 530,312 | 530,312 | ||
Net income (loss) | 6,529 | 6,529 | ||
Balance at Mar. 31, 2019 | $ 12,279 | 49,705,102 | (30,275,505) | 19,441,876 |
Balance (in Shares) at Mar. 31, 2019 | 12,278,833 | |||
Balance at Dec. 31, 2018 | $ 12,039 | 48,725,211 | (30,278,805) | 18,458,445 |
Balance (in Shares) at Dec. 31, 2018 | 12,038,618 | |||
Net income (loss) | (1,157,796) | |||
Balance at Sep. 30, 2019 | $ 14,174 | 72,561,045 | (31,439,830) | 41,135,389 |
Balance (in Shares) at Sep. 30, 2019 | 14,173,850 | |||
Balance at Mar. 31, 2019 | $ 12,279 | 49,705,102 | (30,275,505) | 19,441,876 |
Balance (in 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 (in Shares) | 1,769,275 | |||
Shares issued for stock options exercised | $ 61 | 214,253 | 214,314 | |
Shares issued for stock options exercised (in Shares) | 60,295 | |||
Shares issued as board compensation | $ 8 | 135,035 | 135,043 | |
Shares issued as board compensation (in Shares) | 8,336 | |||
Stock-based compensation expense | 408,087 | 408,087 | ||
Net income (loss) | 406,617 | 406,617 | ||
Balance at Jun. 30, 2019 | $ 14,117 | 71,764,534 | (29,868,888) | 41,909,763 |
Balance (in 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 (in Shares) | 48,775 | |||
Shares issued as board compensation | $ 8 | 120,697 | 120,705 | |
Shares issued as board compensation (in Shares) | 8,336 | |||
Stock-based compensation expense | 469,539 | 469,539 | ||
Net income (loss) | (1,570,942) | (1,570,942) | ||
Balance at Sep. 30, 2019 | $ 14,174 | 72,561,045 | (31,439,830) | 41,135,389 |
Balance (in Shares) at Sep. 30, 2019 | 14,173,850 | |||
Balance at Dec. 31, 2019 | $ 14,601 | 78,272,268 | (33,424,610) | 44,862,259 |
Balance (in Shares) at Dec. 31, 2019 | 14,600,579 | |||
Shares issued for stock options exercised | $ 35 | 112,117 | 112,152 | |
Shares issued for stock options exercised (in Shares) | 35,032 | |||
Shares issued as board compensation | $ 11 | 99,989 | 100,000 | |
Shares issued as board compensation (in Shares) | 11,136 | |||
Stock-based compensation expense | 754,512 | 754,512 | ||
Net income (loss) | (2,203,931) | (2,203,931) | ||
Balance at Mar. 31, 2020 | $ 14,647 | 79,238,886 | (35,628,541) | 43,624,992 |
Balance (in Shares) at Mar. 31, 2020 | 14,646,747 | |||
Balance at Dec. 31, 2019 | $ 14,601 | 78,272,268 | (33,424,610) | 44,862,259 |
Balance (in Shares) at Dec. 31, 2019 | 14,600,579 | |||
Net income (loss) | (3,564,293) | |||
Balance at Sep. 30, 2020 | $ 15,072 | 83,653,045 | (36,988,903) | 46,679,214 |
Balance (in Shares) at Sep. 30, 2020 | 15,072,226 | |||
Balance at Mar. 31, 2020 | $ 14,647 | 79,238,886 | (35,628,541) | 43,624,992 |
Balance (in Shares) at Mar. 31, 2020 | 14,646,747 | |||
Shares issued for stock options exercised | $ 56 | 174,775 | 174,831 | |
Shares issued for stock options exercised (in Shares) | 55,731 | |||
Shares issued as board compensation | $ 8 | 100,019 | 100,027 | |
Shares issued as board compensation (in Shares) | 7,748 | |||
Stock-based compensation expense | $ 42 | 680,602 | 680,644 | |
Stock-based compensation expense | 42,374 | |||
Net income (loss) | (1,077,468) | (1,077,468) | ||
Balance at Jun. 30, 2020 | $ 14,753 | 80,194,282 | (36,706,009) | 43,503,026 |
Balance (in Shares) at Jun. 30, 2020 | 14,752,600 | |||
Shares issued for stock options exercised | $ 198 | 1,044,899 | 1,045,097 | |
Shares issued for stock options exercised (in Shares) | 198,024 | |||
Shares issued as board compensation | $ 6 | 124,978 | 124,984 | |
Shares issued as board compensation (in Shares) | 5,915 | |||
Stock-based compensation expense | $ 21 | 631,432 | 631,453 | |
Stock-based compensation expense | 21,186 | |||
Shares issued for contingent purchase price and escrow hold back | $ 94 | 1,657,454 | 1,657,548 | |
Shares issued for contingent purchase price and escrow hold back (in Shares) | 94,501 | |||
Net income (loss) | (282,894) | (282,894) | ||
Balance at Sep. 30, 2020 | $ 15,072 | $ 83,653,045 | $ (36,988,903) | $ 46,679,214 |
Balance (in Shares) at Sep. 30, 2020 | 15,072,226 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (3,564,293) | $ (1,157,796) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, amortization, and non-cash lease expense | 1,563,883 | 745,928 |
Stock-based compensation | 2,066,609 | 1,407,938 |
Stock issued as board compensation | 325,011 | 361,782 |
Provision for loss on accounts receivable | 80,000 | |
Change in fair value of contingent consideration | 140,390 | (25,000) |
Changes in: | ||
Accounts receivable | (5,994,527) | (700,549) |
Prepaid expenses and other assets | (931,833) | (469,623) |
Accounts payable | (12,493) | 184,464 |
Revenue share payable | 2,023,650 | (240,329) |
Accrued expenses and other liabilities | 704,559 | (772,953) |
Deferred revenue | (118,737) | 505,279 |
NET CASH USED IN OPERATING ACTIVITIES | (3,717,781) | (160,859) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of equipment | (45,254) | (61,457) |
Purchase of intangible assets | (1,000,000) | |
NET CASH USED IN INVESTING ACTIVITIES | (45,254) | (1,061,457) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock, net of commission costs | 1,332,080 | 22,369,960 |
Expenses related to issuance cost of common stock | (301,711) | |
Payment of contingent consideration | (4,389,187) | |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | (3,057,107) | 22,068,249 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (6,820,142) | 20,845,933 |
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD | 18,852,680 | 8,914,034 |
CASH AND CASH EQUIVALENTS – END OF PERIOD | 12,032,538 | 29,759,967 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Intangible asset additions included in accounts payable | 500,000 | |
Acquisition liabilities paid in common stock | $ 1,550,000 | |
Non-cash effect of cumulative adjustments to accumulated deficit | 3,229 | |
Lease liabilities arising from right of use assets | $ 672,809 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
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 digital health company that provides communications solutions for life science companies, physicians and patients. Connecting over half of healthcare providers in the U.S. and millions of patients through a proprietary network, the OptimizeRx digital health platform helps patients afford and stay on medications. The platform unlocks new patient and physician touchpoints for life science companies along the patient journey, from point-of-care, to retail pharmacy, through mobile patient engagement. The condensed consolidated financial statements for the three and nine months ended September 30, 2020 and 2019 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, 2020, and our results of operations, changes in stockholders’ equity for the three and nine months ended September 30, 2020 and 2019 and the statements of cash flows for the nine months ended September 30, 2020 and 2019 have been made. Those adjustments consist of normal and recurring adjustments. The condensed consolidated balance sheet as of December 31, 2019 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, 2019, as filed with the U.S. Securities and Exchange Commission on March 26, 2020. We operate in one reportable segment. The results of operations for the three and nine months ended September 30, 2020 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, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
NEW ACCOUNTING STANDARDS | NOTE 2 – NEW ACCOUNTING STANDARDS Recently adopted In June 2016, the Financial Accounting Standards Board (the “FASB”) issued 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 that 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 was effective for the Company on January 1, 2020. The adoption of this standard did not have a material effect on our financial position, results of operations, or cash flows. In August 2019, 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 became effective for the Company on January 1, 2020. The adoption of this standard did not have a material effect on our financial position, results of operations, or cash flows. 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 adoption of this standard did not have a material effect on our financial position, results of operations, or cash flows. Not yet Adopted 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 is effective for annual and interim reporting periods beginning after December 15, 2020, with early adoption permitted. The adoption of this standard is not expected to have a material effect on our financial position, results of operations, or cash flows. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases (Textual) | |
LEASES | NOTE 3 – LEASES We have operating leases for office space in three multitenant facilities with lease terms greater than 12 months, which are recorded as assets and liabilities on our balance sheet. These leases include our corporate headquarters, located in Rochester, Michigan, a customer service facility in Cranbury, New Jersey, and a technical facility in Zagreb, Croatia. Certain leases contain renewal options and, for the headquarters lease, we have assumed renewal. 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. Amortization of the right of use assets is recognized as non-cash lease expense on a straight-line basis over the lease term, while variable lease payments are expensed as incurred. Short term lease costs include month to month leases in shared office space facilities, such as WeWork, or similar locations. For the three and nine months ended September 30, 2020, the Company’s lease cost consisted of the following components, each of which is included in operating expenses within the Company’s condensed consolidated statements of operations: Three Months Nine Months Operating lease cost $ 32,814 $ 98,441 Short-term lease cost (1) 36,002 116,817 Total lease cost $ 68,816 $ 215,258 (1) Short-term lease cost includes any lease with a term of less than 12 months. 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 condensed consolidated statements of operations: Three Months Nine Months 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, 2020: As of September 30, 2020 2020 (a) $ 34,636 2021 140,367 2022 102,367 2023 99,209 2024 80,375 Thereafter 70,224 Total 527,177 Less: imputed interest 48,977 Total lease liabilities $ 478,200 (a) For the three-month period beginning October 1, 2020. The weighted average remaining lease term at September 30, 2020 for operating leases is 4.5 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 was $105,267 and $94,105 for the nine months ended September 30, 2020 and 2019, respectively. Cash paid for amounts included in the measurement of lease liabilities was $33,919 and $29,930 for the three months ended September 30, 2020 and 2019, respectively. For the three months ended September 30, 2020 and 2019, payments on lease obligations were $28,482 and $27,134, respectively, and amortization on the right of use assets was $28,600 and $27,430, respectively. For the nine months ended September 30, 2020 and 2019, payments on lease obligations were $87,599 and $79,071, respectively, and amortization on the right of use assets was $84,957 and $80,022, respectively. |
Contingent Purchase Price Payab
Contingent Purchase Price Payable | 9 Months Ended |
Sep. 30, 2020 | |
Loss Contingency [Abstract] | |
CONTINGENT PURCHASE PRICE PAYABLE | NOTE 4 – CONTINGENT PURCHASE PRICE PAYABLE The contingent purchase price payable relates to the acquisitions of CareSpeak Communications in 2018 and RMDY Health in 2019. The CareSpeak contingent amount is based on the CareSpeak product line achieving certain revenue targets in 2019 and 2020. The revenue target for 2019 was achieved and the revenue target for 2020 has been achieved as of September 30, 2020. The maximum amount payable under the agreement is $3.0 million. A total of $1,389,187 has been paid so far in 2020 and the remaining balance of $1,610,813 is payable in early 2021 and is reflected as a short-term liability on the consolidated balance sheet. The RMDY Health contingent amount was based on that product line achieving certain revenue targets in 2020 and 2021. The minimum amount payable under the agreement was $2.0 million and the maximum amount payable was $30 million. As of the acquisition date in 2019, we estimated the contingent purchase price payable to be $3.72 million and recorded that amount in 2019. During the quarter ended September 30, 2020, we reached an agreement with the RMDY Health shareholders to fix the liability at $3.75 million payable in a combination of cash and stock. A total of $3.0 million was paid in cash and $750,000 in common stock. There is no further liability to the former shareholders of RMDY Health as of September 30, 2020. The income statement includes a charge of $140,390 related to the change in fair value of the contingent consideration. There are three components to this charge. The first is the $30,000 recorded as of June 30, 2020 to adjust the initial estimate of $3.72 million to $3.75 million. The second component relates to the payment in common stock. Under the terms of the agreement, the number of shares to be issued was calculated based on a volume weighted average price. On the date of the agreement, the value of the stock exceeded the volume weighted average price, so the difference was recorded as a change in the fair value. The third component was a deferred payment related to potential claims, previously included in accrued expenses, that was payable either in stock or cash of $800,000. We chose to make this payment in stock and the number of shares was also based on a volume weighted average price. On the date of the agreement, the value of the stock exceeded the volume weighted average price, so the difference was recorded as a change in the fair value. The change in the fair value of contingent consideration recorded in the quarter ended September 30, 2020, was entirely related to the variance between the volume weighted average prices and actual price of the common stock on the date of the agreement. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 5 – STOCKHOLDERS’ EQUITY During the quarters ended September, 30, 2020, June 30, 2020, and March 31, 2020, we issued 198,024 shares, 55,731 shares, and 35,032 shares of our common stock, and received proceeds of $1,045,097, $174,831 and $112,152, respectively, in connection with the exercise of stock options under our 2013 incentive plan. During the quarters ended September 30, 2019, June 30, 2019 and March 31, 2019, we issued 48,775 shares, 60,295 shares and 101,878 shares 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 incentive plan. 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 also issued 63,560 shares of our common stock in the nine months ended September 30, 2020 in connection with restricted stock awards as described in more detail in Note 6 – Stock Based Compensation. Our Director Compensation Plan calls for issuance of shares of common stock each quarter to each independent director. In 2020, we issued 11,136 shares valued at $100,000 in the quarter ended March 31, 2020, 7,748 shares valued at $100,027 in the quarter ended June 30, 2020, and 5,915 shares valued at $124,984 in the quarter ended September 30, 2020. 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. 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 our company of $21,303,826. |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
STOCK BASED COMPENSATION | NOTE 6 – STOCK BASED COMPENSATION We use the fair value method to account for stock-based compensation. We recorded $1,447,826 and $1,329,713 in compensation expense in the nine months ended September 30, 2020 and 2019, respectively, related to options issued under our 2013 incentive 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 $1,603,417 of remaining expense related to unvested options to be recognized in the future over a weighted average remaining period of approximately 1.7 years. The total intrinsic value of outstanding options at September 30, 2020 was $22,611,933. The Company also recorded expense related to restricted stock awards of $618,783 and $78,225 for the nine months ended September 30, 2020 and 2019, respectively. As of September 30, 2020, there was $832,473 of remaining expense related to unvested restricted stock awards to be recognized in the future related to 111,186 shares of restricted stock awards that were unvested at September 30, 2020. A total of 63,560 shares related to these restricted stock awards vested in 2020 and were issued during the nine months ended September 30, 2020. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 7 – EARNINGS (LOSS) PER SHARE The following table sets forth the computation of basic and diluted loss per share. Three Months Ended Nine Months Ended 2020 2019 2020 2019 Numerator Net loss $ (282,894 ) $ (1,570,942 ) $ (3,564,293 ) $ (1,157,796 ) Denominator Weighted average shares outstanding used in computing earnings per share Basic 14,900,971 14,146,489 14,726,534 12,996,590 Diluted 14,900,971 14,146,489 14,726,534 12,996,590 Loss per share Basic $ (0.02 ) $ (0.11 ) $ (0.24 ) $ (0.09 ) Diluted $ (0.02 ) $ (0.11 ) $ (0.24 ) $ (0.09 ) No calculation of diluted earnings per share is included as the effect of the calculation would be antidilutive. The number of common shares potentially issuable upon the exercise of certain options that were excluded from the diluted loss per common share calculation was 984,084 and 802,330 shares in the three and nine months ended September 30, 2020, respectively, related to options, and 111,186 shares related to restricted stock for the three and nine months ended September 30, 2020. This results in total shares excluded from the calculation of 1,095,270 and 913,516 for the three and nine months ended September 30, 2020, respectively. Total shares excluded from the calculation were 1,039,598 and 955,740 for the three and nine months ended September 30, 2019. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | NOTE 8 – CONTINGENCIES Litigation The Company is not currently involved in any legal proceedings |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS In October 2020, we received proceeds of $201,855 and issued 36,420 shares of common stock in conjunction with the exercise of stock options. In accordance with ASC 855-10, we have analyzed events and transactions that occurred subsequent to September 30, 2020 through the date these financial statements were issued and have determined that we do not have any other material subsequent events to disclose or recognize in these financial statements. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases of Lessee Disclosure [Abstract] | |
Schedule of lease cost | Three Months Nine Months Operating lease cost $ 32,814 $ 98,441 Short-term lease cost (1) 36,002 116,817 Total lease cost $ 68,816 $ 215,258 Three Months Nine Months 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. (1) Short-term lease cost includes any lease with a term of less than 12 months. |
Schedule of future minimum lease payments | As of September 30, 2020 2020 (a) $ 34,636 2021 140,367 2022 102,367 2023 99,209 2024 80,375 Thereafter 70,224 Total 527,177 Less: imputed interest 48,977 Total lease liabilities $ 478,200 (a) For the three-month period beginning October 1, 2020. |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net income (loss) per share | Three Months Ended Nine Months Ended 2020 2019 2020 2019 Numerator Net loss $ (282,894 ) $ (1,570,942 ) $ (3,564,293 ) $ (1,157,796 ) Denominator Weighted average shares outstanding used in computing earnings per share Basic 14,900,971 14,146,489 14,726,534 12,996,590 Diluted 14,900,971 14,146,489 14,726,534 12,996,590 Loss per share Basic $ (0.02 ) $ (0.11 ) $ (0.24 ) $ (0.09 ) Diluted $ (0.02 ) $ (0.11 ) $ (0.24 ) $ (0.09 ) |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Leases Details (Textual) | ||||
Weighted average remaining lease term | 4 years 6 months | 4 years 6 months | ||
Weighted average discount rate | 4.50% | 4.50% | ||
Cash paid | $ 33,919 | $ 29,930 | $ 105,267 | $ 94,105 |
Payments on lease obligations | 28,482 | 27,134 | 87,599 | 79,071 |
Amortization on right of use assets | $ 28,600 | $ 27,430 | $ 84,957 | $ 80,022 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of lease cost - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Schedule of lease cost [Abstract] | |||||
Operating lease cost | $ 32,814 | $ 33,868 | $ 98,441 | $ 98,043 | |
Short-term lease cost | [1] | 36,002 | 11,771 | 116,817 | 30,663 |
Total lease cost | $ 68,816 | $ 45,639 | $ 215,258 | $ 128,706 | |
[1] | Short-term lease cost includes any lease with a term of less than 12 months. |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of future minimum lease payments | Sep. 30, 2020USD ($) | |
Schedule of future minimum lease payments [Abstract] | ||
2020 | $ 34,636 | [1] |
2021 | 140,367 | |
2022 | 102,367 | |
2023 | 99,209 | |
2024 | 80,375 | |
Thereafter | 70,224 | |
Total | 527,177 | |
Less: imputed interest | 48,977 | |
Total lease liabilities | $ 478,200 | |
[1] | For the three-month period beginning October 1, 2020. |
Contingent Purchase Price Pay_2
Contingent Purchase Price Payable (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | |
Contingent Purchase Price Payable (Details) [Line Items] | ||||
Maximum payment | $ 3,000,000 | |||
Contingent payment paid, description | A total of $1,389,187 has been paid so far in 2020 and the remaining balance of $1,610,813 is payable in early 2021 and is reflected as a short-term liability on the consolidated balance sheet. | |||
Contingent purchase price payable | $ 5,220,000 | $ 3,720,000 | ||
Total contingent payment in cash | $ 3,000,000 | |||
Contingent payment in common stock | 750,000 | |||
Fair value of the contingent payment | $ 140,390 | $ 140,390 | ||
Estimate of contingent payment, description | The first is the $30,000 recorded as of June 30, 2020 to adjust the initial estimate of $3.72 million to $3.75 million. | |||
Deferred payment in accrued expenses | $ 800,000 | |||
RMDY Health shareholders [Member] | ||||
Contingent Purchase Price Payable (Details) [Line Items] | ||||
Maximum payment | 30,000,000 | |||
Minimum payment | $ 2,000,000 | |||
Payment of shareholder liability | $ 3,750,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | |
Stockholders' Equity (Textual) | |||||||
Issued shares of common stock in connection with cashless exercise | 198,024 | 55,731 | 35,032 | 48,775 | 60,295 | 101,878 | |
Net proceeds issuance of common stock (in Dollars) | $ 1,045,097 | $ 174,831 | $ 112,152 | ||||
Restricted stock awards | 130,001 | 63,560 | |||||
Shares of common, description | 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 our company of $21,303,826. | ||||||
Independent Directors [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Issued shares of common stock in connection with cashless exercise | 11,136 | ||||||
Net proceeds issuance of common stock (in Dollars) | $ 100,000 | $ 206,324 | $ 214,314 | $ 343,785 | |||
Restricted stock awards | 8,336 | 8,336 | 8,336 | ||||
Independent Directors [Member] | Board of Directors Chairman [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Issued shares of common stock in connection with cashless exercise | 7,748 | ||||||
Net proceeds issuance of common stock (in Dollars) | $ 124,984 | $ 100,027 | |||||
Board of Directors Chairman [Member] | Independent Directors [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Issued shares of common stock in connection with cashless exercise | 5,915 | ||||||
Independent Director One [Member] | |||||||
Stockholders' Equity (Textual) | |||||||
Stock issued during period, value, stock options exercised (in Dollars) | $ 120,705 | $ 135,043 | $ 106,034 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Stock Based Compensation (Details) (Textual) | |||
Remaining expense related to unvested options | $ 1,603,417 | ||
Weighted average contractual life | 1 year 255 days | ||
Intrinsic value of outstanding options | $ 22,611,933 | ||
Restricted stock awards (in Shares) | 130,001 | 63,560 | |
Stock-based incentive compensation plan [Member] | |||
Stock Based Compensation (Details) (Textual) | |||
Stock compensation recognized expense | $ 1,447,826 | $ 1,329,713 | |
Restricted Stock [Member] | |||
Stock Based Compensation (Details) (Textual) | |||
Stock compensation recognized expense | 618,783 | $ 78,225 | |
Remaining expense related to unvested options | $ 832,473 | ||
Restricted Stock Awards (in Shares) | 111,186 | ||
Restricted stock awards (in Shares) | 63,560 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Net Income (Loss) per Share (Textual) | ||||
Diluted loss per common share | 1,095,270 | 1,039,598 | 913,516 | 955,740 |
Options [Member] | ||||
Net Income (Loss) per Share (Textual) | ||||
Diluted loss per common share | 984,084 | |||
Restricted Stock [Member] | ||||
Net Income (Loss) per Share (Textual) | ||||
Diluted loss per common share | 802,330 | |||
Restricted Stock [Member] | ||||
Net Income (Loss) per Share (Textual) | ||||
Diluted loss per common share | 111,186 | 111,186 |
Earnings (Loss) Per Share (De_2
Earnings (Loss) Per Share (Details) - Schedule of basic and diluted net income (loss) per share - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator | ||||||||
Net income (loss) | $ (282,894) | $ (1,077,468) | $ (2,203,931) | $ (1,570,942) | $ 406,617 | $ 6,529 | $ (3,564,293) | $ (1,157,796) |
Weighted average shares outstanding used in computing earnings per share | ||||||||
Basic | 14,900,971 | 14,146,489 | 14,726,534 | 12,996,590 | ||||
Diluted | 14,900,971 | 14,146,489 | 14,726,534 | 12,996,590 | ||||
Loss per share | ||||||||
Basic | $ (0.02) | $ (0.11) | $ (0.24) | $ (0.09) | ||||
Diluted | $ (0.02) | $ (0.11) | $ (0.24) | $ (0.09) |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | 1 Months Ended |
Oct. 20, 2020USD ($)shares | |
Subsequent Events (Details) (Textual) | |
Proceeds form net received | $ | $ 201,855 |
Common stock in conjunction with the exercise of stock options | shares | 36,420 |