OptimizeRx Corp - Quarter Report: 2009 March (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
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[X]
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Quarterly
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
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For
the quarterly period ended March 31,
2009
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[ ]
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Transition
Report pursuant to 13 or 15(d) of the Securities Exchange Act of
1934
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For
the transition period to __________
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Commission
File Number: 000-53605
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OptimizeRx
Cororation
(Exact
name of small business issuer as specified in its charter)
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Nevada
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26-1265381
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(State
or other jurisdiction of incorporation or organization)
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(IRS
Employer Identification No.)
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407
6th
Street
Rochester, MI,
48307
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(Address
of principal executive offices)
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248-651-6558
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(Issuer’s
telephone number)
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_______________________________________________________________
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(Former
name, former address and former fiscal year, if changed since last
report)
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Check
whether the issuer (1) 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 issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days [X]
Yes [ ] No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.
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[ ]
Large accelerated filer Accelerated filer
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[ ]
Non-accelerated filer
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[X]
Smaller reporting company
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [ ] No
[X]
State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date: 12,422,958 Common Shares as of March
31, 2009.
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Page
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PART I – FINANCIAL
INFORMATION
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PART II – OTHER
INFORMATION
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2
PART
I - FINANCIAL INFORMATION
Our
consolidated financial statements included in this Form 10-Q are as
follows:
| F-1 | |
| F-2 | |
| F-3 | |
| F-4 |
Unaudited
Consolidated Statements of Cash Flow for the three months ended March 31,
2009 and 2008 and for the period from January 31, 2006 (Inception) to
March 31, 2009;
|
| F-5 | Notes to Consolidated Financial Statements |
These
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America for
interim financial information and the SEC instructions to Form
10-Q. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating
results for the interim period ended March 31, 2009 are not necessarily
indicative of the results that can be expected for the full year.
3
OPTIMIZERx
CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
AS
OF MARCH 31, 2009 AND DECEMBER 31, 2008
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ASSETS
|
|||||
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3/31/09
(unaudited)
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12/31/08
(audited)
|
||||
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CURRENT
ASSETS
|
|||||
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Cash
and cash equivalents
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$ | 1,822,771 | $ | 2,502,657 | |
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Prepaid
expenses
|
3,205 | 3,292 | |||
|
Loan
receivable - employee
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0 | 1,346 | |||
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TOTAL
CURRENT ASSETS
|
1,825,976 | 2,507,295 | |||
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PROPERTY
AND EQUIPMENT
|
|||||
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Furniture
and equipment
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16,888 | 16,888 | |||
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Less
accumulated depreciation
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(2,040) | (1,617) | |||
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NET
PROPERTY AND EQUIPMENT
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14,848 | 15,271 | |||
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OTHER
ASSETS
|
|||||
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Website
development costs, net
|
113,030 | 120,737 | |||
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TOTAL
OTHER ASSETS
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113,030 | 120,737 | |||
| $ | 1,953,854 | $ | 2,643,303 | ||
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LIABILITIES
AND STOCKHOLDERS' EQUITY
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|||||
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CURRENT
LIABILITIES
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|||||
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Accounts
payable - trade
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$ | 182,800 | $ | 172, 796 | |
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Payroll
taxes payable
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0 | 24,091 | |||
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Accrued
expenses
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6,273 | 16,939 | |||
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Note
payable - related parties
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4,000 | 4,000 | |||
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TOTAL
CURRENT LIABILITIES
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193,073 | 217,799 | |||
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LONG
TERM LIABILITIES
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|||||
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Notes
payable - related parties
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0 | 0 | |||
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TOTAL
LONG TERM LIABILITIES
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0 | 0 | |||
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TOTAL
LIABILITIES
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193,073 | 217,799 | |||
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STOCKHOLDERS'
EQUITY
|
|||||
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Common
stock, $.001 par value, 500,000,000 shares authorized,
12,422,958 shares issued and outstanding
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12,423 | 12,263 | |||
|
Series
A Convertible Preferred stock, $.001 par value 1,000
shares authorized, 35 shares issued and
outstanding. Redemption date September 5,
2010.
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0 | 0 | |||
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Stock
warrants
|
16,905,280 | 16,905,280 | |||
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Additional
paid-in-capital
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695,840 | 0 | |||
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Deficit
accumulated during the development stage
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(15,852,762) | (14,492,039) | |||
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STOCKHOLDERS'
EQUITY
|
1,760,781 | 2,425,504 | |||
| $ | 1,953,854 | $ | 2,643,303 | ||
The
accompanying notes are an integral part of the financial
statements.
OPTIMIZERx
CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008
FOR
THE PERIOD FROM JANUARY 31, 2006 (INCEPTION) TO MARCH 31,
2009
|
3/31/09
(unaudited)
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3/31/08
(unaudited)
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Inception
through 3/31/09(unaudited)
|
||||||
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REVENUE
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||||||||
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Sales
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$ | 1,271 | $ | 50,527 | $ | 185,275 | ||
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TOTAL
REVENUE
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1,271 | 50,527 | 185,275 | |||||
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EXPENSES
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||||||||
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Operating
expenses
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1,376,304 | 266,109 | 3,608,612 | |||||
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TOTAL
EXPENSES
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1,376,304 | 266,109 | 3,608,612 | |||||
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OPERATING
LOSS
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(1,375,033) | (215,582) | (3,423,337) | |||||
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OTHER
INCOME (EXPENSE)
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||||||||
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Interest
income
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13,088 | 0 | 18,178 | |||||
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Other
income
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1,471 | 100 | 1,471 | |||||
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Interest
expense
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(249) | 0 | (6,385) | |||||
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Stock
warrant expense
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0 | (333,004) | (2,745,280) | |||||
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TOTAL
OTHER INCOME (EXPENSE)
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14,310 | (332,904) | (2,732,016) | |||||
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NET
LOSS
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$ | (1,360,723) | $ | (548,486) | $ | (6,155,353) | ||
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WEIGHTED
AVERAGE NUMBER OF SHARES
OUTSTANDING
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12,296,736 | 10,400,500 | ||||||
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NET
LOSS PER SHARE
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$ | (0.11) | $ | (0.05) | ||||
The
accompanying notes are an integral part of the financial
statements.
OPTIMIZERx
CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
AS
OF MARCH 31, 2009
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Common
Stock
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Preferred
Stock
|
Stock
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Additional Paid-in |
Equity
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Stockholders'
|
|||||||||||||||||
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Shares
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Amount
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Shares
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Amount
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Warrants
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Capital
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(Deficit)
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Equity
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|||||||||||||||
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Balance,
January 1, 2007
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0 | $ | 0 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 40,289 | $ | 40,289 | ||||||||
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Member
contributions
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180,000 | 180,000 | ||||||||||||||||||||
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Member
distributions
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(253,750) | (253,750) | ||||||||||||||||||||
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Issuance
of common stock to former LLC
members
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10,000,000 | 10,000 | (10,000) | 0 | ||||||||||||||||||
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Issuance
of common stock, private
offering
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300,000 | 300 | 299,700 | 300,000 | ||||||||||||||||||
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Net
loss
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(361,466) | (361,466) | ||||||||||||||||||||
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Balance,
December 31, 2007
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10,300,000 | 10,300 | 0 | 0 | 0 | 289,700 | (394,927) | (94,927) | ||||||||||||||
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Issuance
of common stock for
cash
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636,000 | 636 | 635,364 | 636,000 | ||||||||||||||||||
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Outstanding
common stock prior to reverse
merger
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1,256,958 | 1,257 | (1,257) | 0 | ||||||||||||||||||
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Common
stock issued for
services
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70,000 | 70 | 69,930 | 70,000 | ||||||||||||||||||
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Issuance
of stock options
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333,004 | 333,004 | |||||||||||||||||||
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Issuance
of preferred stock less issuance
costs
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35 | 0 | 2,985,000 | 2,985,000 | ||||||||||||||||||
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Stock
warrants issued
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14,160,000 | (4,311,741) | (9,848,259) | 0 | ||||||||||||||||||
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Stock
warrants issued for
services
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2,745,280 | 2,745,280 | ||||||||||||||||||||
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Net
loss
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(4,248,853) | (4,248,853) | ||||||||||||||||||||
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Balance,
December 31, 2008
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12,262,958 | $ | 12,263 | 35 | $ | 0 | $ | 16,905,280 | $ | 0 | $ | (14,492,039) | $ | 2,425,504 | ||||||||
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Issuance
of common stock
for
services
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160,000 | 160 | 695,840 | 696,000 | ||||||||||||||||||
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Net
loss
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(1,360,723) | (1,360,723) | ||||||||||||||||||||
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Balance,
March 31, 2009
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12,422,958 | $ | 12,423 | 35 | $ | 0 | $ | 16,905,280 | $ | 695,840 | $ | (15,852,762) | $ | 1,760,781 | ||||||||
The
accompanying notes are an integral part of the financial
statements.
OPTIMIZERx
CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008
FOR
THE PERIOD FROM JANUARY 31, 2006 (INCEPTION) TO MARCH 31,
2009
|
3/31/2009 (unaudited) |
3/31/2008 (unaudited) |
Period
from inception
to |
||||||
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CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
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Net
loss
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$ | (1,360,723) | $ | (548,486) | $ | (6,155,353) | ||
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Adjustments
to reconcile net income to net cash provided
by operating activities:
|
||||||||
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Depreciation
and amortization
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8,129 | 7,940 | 43,142 | |||||
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Stock
issued for services
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696,000 | 0 | 766,000 | |||||
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Stock
options issued for compensation
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0 | 333,004 | 333,004 | |||||
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Stock
warrants issued for services
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0 | 0 | 2,745,280 | |||||
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Changes
in:
|
||||||||
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Prepaid
expenses
|
87 | 0 | (3,205) | |||||
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Loan
receivable
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1,346 | 0 | 0 | |||||
|
Accounts
payable
|
10,031 | 26,490 | 182,800 | |||||
|
Payroll
taxes payable
|
(24,091) | 0 | 0 | |||||
|
Accrued
expenses
|
(10,667) | (10,018) | 6,273 | |||||
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TOTAL
ADJUSTMENTS
|
680,835 | 357,416 | 4,073,294 | |||||
|
NET
CASH PROVIDED BY OPERATING
ACTIVITIES
|
||||||||
|
|
(679,888) | (191,070) | (2,082,059) | |||||
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
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Purchases
of property and equipment
|
0 | (7,368) | (16,887) | |||||
|
Website
site development costs
|
0 | 0 | (154,133) | |||||
|
NET
CASH (USED BY) INVESTING ACTIVITIES
|
0 | (7,368) | (171,020) | |||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
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Members
capital contributions
|
0 | 0 | 404,600 | |||||
|
Issuance
of common stock
|
0 | 201,000 | 936,000 | |||||
|
Issuance
of preferred stock
|
0 | 0 | 2,985,000 | |||||
|
Payments
on loan payable
|
0 | (20,000) | (643,750) | |||||
|
Proceeds
from issuance of notes payable
|
0 | 200,000 | 394,000 | |||||
|
NET
CASH PROVIDED BY (USED BY) FINANCING
ACTIVITIES
|
0 | 381,000 | 4,075,850 | |||||
|
NET
INCREASE IN CASH AND CASH EQUIVALENTS
|
(679,888) | 182,562 | 1,822,771 | |||||
|
CASH
AND CASH EQUIVALENTS - BEGIN OF PERIOD
|
2,502,659 | 135,429 | 0 | |||||
|
CASH
AND CASH EQUIVALENTS - END OF PERIOD
|
$ | 1,822,771 | $ | 317,991 | $ | 1,822,771 | ||
|
SUPPLEMENTAL CASH FLOW
INFORMATION:
|
||||||||
|
Cash
paid for interest
|
$ | 159 | $ | 0 | $ | 4,612 | ||
|
Cash
paid for income taxes
|
$ | 0 | $ | 0 | $ | 0 | ||
|
SUPPLEMENTAL
DISCLOSURE OF NONCASH
|
||||||||
|
INVESTING AND
FINANCING ACTIVITIES:
|
||||||||
|
Distributions
paid through issuance of notes
|
||||||||
|
payable-related
party
|
$ | 0 | $ | 0 | $ | 253,750 | ||
The
accompanying notes are an integral part of the financial
statements.
OPTIMIZERx
CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
MARCH
31, 2009
Note
1: Nature
of Operations
Optimizer
Systems, LLC was formed in the State of Michigan on January 31,
2006. It then became a corporation in the state of Michigan on
October 22, 2007 and changed its name to OptimizeRx Corporation on October 22,
2007. On April 14, 2008, RFID Ltd., a Colorado corporation,
consummated a reverse merger by entering into a share exchange agreement with
the stockholders of OptimizeRx Corporation, pursuant to which the stockholders
of OptimizeRx Corporation exchanged all of the issued and outstanding capital
stock of OptimizeRx Corporation for 1,256,958 shares of common stock of RFID
Ltd., representing 100% of the outstanding capital stock of RFID
Ltd. As of April 30, 2008, RFID’s officers and directors resigned
their positions and RFID changed its business to OptimizeRx’s
business. On April 15, 2008, RFID Ltd’s corporate name
was changed to OptimizeRx Corporation. On September 4, 2008, a migratory merger
was completed, thereby changing the state of incorporation from Colorado to
Nevada, resulting in the current corporate structure in which OptimizeRx
Corporation, a Nevada corporation is the parent corporation, and OptimizeRx
Corporation, a Michigan Corporation is a wholly-owned subsidiary (together
“OptimizeRx” and the “Company”).
The
wholly-owned subsidiary, OptimizeRx Corporation, is a development-stage website
publisher and marketing company that creates, promotes and fulfills custom
marketing and advertising programs. The Company help patients better
afford and manage their rising healthcare costs. In addition, the
Company also provides unique advertising programs to the pharmaceutical and
healthcare industries. The Company’s websites provide the following
services: (i) OptimizeRx provides patients an opportunity to
centrally review and participate in prescription and healthcare savings/support
programs; (ii) OFFERx provides a platform to allow manufacturers to create,
promote and fulfill new patient offer programs in over 64,000 pharmacies; and
(iii) ADHERxE provides a platform that allows manufacturers to engage and
monitor patients each month in exchange for activation of their monthly co-pay
coupons.
Note
2: Significant Accounting
Policies
This
summary of significant accounting policies of the Company is presented to assist
in understanding the company’s financial statements. The financial
statements and notes are representations of the company’s management, who is
responsible for their integrity and objectivity. These accounting
policies conform to generally accepted accounting principles and have been
consistently applied to the preparation of the financial
statements.
Basis
of Accounting
The
accompanying financial statements have been prepared using the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States of America. The Company is currently a development
stage enterprise. All losses accumulated since the inception of
business have been considered as part of its development stage
activities.
Principles
of Consolidation. The financial statements reflect the consolidated
results of OptimizeRx Corporation (a Nevada corporation) and its wholly owned
subsidiary OptyimizeRx Corporation (a Michigan corporation). All
material inter-company transactions have been eliminated in the
consolidation.
Continued…
OPTIMIZERx
CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2009
Note
2: Significant Accounting Policies (continued)
Cash
and Cash Equivalents
For
purposes of the accompanying financial statements, the Company considers all
highly liquid instruments with an initial maturity of three months or less to be
cash equivalents
Fair
Value of Financial Instruments
The
fair value of cash, accounts receivable and accounts payable approximates the
carrying amount of these financial instruments due to their short-term nature.
The fair value of long-term debt, which approximates its carrying value, is
based on current rates at which the Company could borrow funds with similar
remaining maturities.
Property
and Equipment
The
capital assets are being depreciated over their estimated useful lives using the
straight line method of depreciation for book purposes. As of October 18, 2007,
the Company acquired the majority of its capital assets at the lower market cost
from Optimizer Systems, LLC.
Research
and Development
The
Company’s key members are part of a continual research and development team and
monitor new technologies, trends, services and partnerships that can provide the
Company with additional services, value to healthcare and pharmaceutical
industries and to the patients we serve.
The
Company is currently in a launch phase with ADHERxE to allow pharmaceutical and
healthcare manufacturers unique ways to engage and monitor patients each month
in exchange for activation of their next savings offer.
The
Company seeks to educate team members through understanding of all market
dynamics that have the potential to affect business both short term and long
term. The primary goal is to help patients better afford and access
the medications their doctors prescribe, as well as other healthcare products
and services they need. Based on this, the Company continually seeks better ways
to meet this mission through technology, better user experiences and new ways to
engage industries to provide new support program for patients needing their
products. The Company is always seeking new services and solutions to
offer. At this time, the three current platforms provide robust
opportunities and growth during the next five years.
Revenue
Recognition
Substantially
all revenue is recognized when it is earned. All revenues are generated through
the Company’s website activities. The Company’s processes are
monitored by third parties who collect revenues from clients on a per activity
basis and report and forward the revenue to the Company’s account.
Continued…
OPTIMIZERx
CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2009
Note
2: Significant Accounting
Policies (continued)
Management
Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Estimates and assumptions have been made in
determining the depreciable lives of such assets and the allowance for doubtful
accounts receivable. Actual results could differ from those
estimates.
Recently
Issued Accounting Guidance
The
Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company’s results of
operation, financial position or cash flow.
Concentration
of Credit Risks
The
Company maintains its cash in bank deposit accounts, which, at times, may exceed
federally insured limits. The Company has not experienced any losses
in such accounts; however, amounts in excess of the federally insured limit may
be at risk if the bank experiences financial difficulties.
Earnings
per Common and Common Equivalent Share
The
computation of basic earnings per common share is computed using the weighted
average number of common shares outstanding during the year. The computation of
diluted earnings per common share is based on the weighted average number of
shares outstanding during the year plus common stock equivalents which would
arise from the exercise of warrants outstanding using the treasury stock method
and the average market price per share during the year. Options warrants, and
convertible preferred stock which are common stock equivalents are not included
in the diluted earnings per share calculation for March 31, 2009 and December
31, 2008, respectively, since their effect is anti-dilutive.
Basis
of Presentation
The
accompanying unaudited interim financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission (“SEC”), and
should be read in conjunction with the audited financial statements and notes
thereto contained in the Company’s Form 10-K filed with the SEC as of and for
the period ended December 31, 2008. In the opinion of management, all
adjustments necessary for the financial statements to be not misleading for the
interim periods presented have been reflected herein. The results of
operations for interim periods are not necessarily indicative of the results to
be expected for the full year.
OPTIMIZERx
CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2009
Note
3: Property
and Equipment
Property
and equipment is recorded at cost and consisted of the following:
|
3/31/09
|
12/31/08
|
||||
|
Computer
equipment
|
$ | 12,594 | $ | 12,594 | |
|
Furniture
and fixtures
|
4,294 | 4,294 | |||
|
Subtotal
|
16,888 | 16,888 | |||
|
Accumulated
depreciation
|
(2,040) | (1,617) | |||
|
Property
and equipment, net
|
$ | 14,848 | $ | 15,271 | |
Depreciation
expense was $422 and $1,323 for the three months ended March 31, 2009 and the
year ended December 31, 2008, respectively.
Note
4: Website
Development Costs
The
Company has capitalized costs in developing their website which consisted of the
following:
|
3/31/09
|
12/31/08
|
||||
|
Website
costs
|
$ | 154,133 | $ | 154,133 | |
|
Accumulated
amortization
|
(41,103) | (33,396) | |||
|
Website
development costs, net
|
$ | 113,030 | $ | 120,737 | |
The
Company began amortizing the website costs, using the straight-line method over
the estimated useful life of 5 years, once it was put into service in December
of 2007.
Amortization
expense was $7,707 and $30,827 for the three months ended March 31, 2009 and the
year ended December 31, 2008, respectively.
Note
5: Accrued
Expenses
Accrued
expenses consisted of the following:
|
3/31/09
|
12/31/08
|
||||
|
Accrued
interest
|
$ | 1,773 | $ | 1,683 | |
|
Accrued
expenses
|
0 | 5,256 | |||
|
Accrued
audit fees
|
4,500 | 10,000 | |||
|
Total
accrued expenses
|
$ | 6,273 | $ | 16,939 | |
OPTIMIZERx
CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2009
Note
6: Notes
Payable - Related Party
Notes
payable - related party consisted of the following:
|
3/31/09
|
12/31/08
|
||||
|
Note
payable - David Harrell
|
4,000 | 4,000 | |||
|
Less:
current portion
|
(4,000) | (4,000) | |||
|
Long-Term
Debt
|
$ | 0 | $ | 0 | |
The
note payable to David Harrell is due on demand and bears 9%
interest.
Note
7: Commitments and
Contingencies
The
company leases its offices for $2,500 a month and has signed a lease through
November 7, 2009 with an option for a six month renewal.
The
following is a schedule of future minimum rents:
|
March
31, 2010
|
$ | 30,000 |
|
March
31, 2011
|
2,500 | |
|
Total
Lease Obligation
|
$ | 32,500 |
Note
8: Dividend
Distribution
The
Company recorded a one-time, non-cash deemed dividend on October 18, 2007 of
$33,461. This dividend resulted from the continuous efforts of acquiring assets
from Optimizer Systems, LLC. Through this dividend, the Company
acquired all assets and liabilities of the LLC.
Note
9: Common
Stock
OptimizeRx
Corporation has 500,000,000 shares of $.001 par value common stock authorized as
of March 31, 2009. There were 12,422,958 and 12,262,958 common shares issued and
outstanding at March 31, 2009 and December 31, 2008, respectively.
During
2008, 636,000 shares of common stock were sold for
cash. Additionally, 160,000 and 70,000 shares were issued as
compensation for services during the three months ended March 31, 2009 and
the year ended December 31, 2008, respectively. Included in operating
expenses at March 31, 2009 is $696,000 for the issuance of these 160,000
shares. Pursuant to the share exchange agreement with RFID Ltd., 100%
of OptimizeRx’s stock was exchanged for 10,664,000 shares of RFID’s common
stock. At the time of the share exchange, RFID had an additional 1,256,958
shares of common stock issued and outstanding.
OPTIMIZERx
CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2009
Note
10: Preferred
Stock
During
the year ended December 31, 2008, 35 preferred shares were issued for
$3,500,000. Issuance costs totaled $515,000 resulting in net proceeds
of $2,985,000. The 35 shares are convertible to 3,500,000 shares of common stock
and bear a ten percent cumulative dividend. In addition, there was a
warrant issued to purchase 6,000,000 shares of common stock at an exercise price
of $2.00 for a period of 7 years.
The
holders of the preferred stock are entitled to semi-annual dividends payable on
the stated value of the Series A preferred stock at a rate of ten percent per
annum, which shall be cumulative, and accrue daily from the issuance date. The
dividends may be paid in cash or shares of the corporation’s common stock at
management’s discretion. If after the conversion eligibility date,
the market price for the common stock for any ten consecutive trading days in
which the stock trades for over two dollars per share and trading exceeds
100,000 shares per day, the preferred shareholders can be required to convert
their shares to common stock. Each share of Series A preferred stock
shall also be convertible at the option of the holder into that number of shares
of common stock of the corporation at the stated value of such share at a one
dollar conversion price.
The
holder may cause this conversion at the time the shares are eligible for resale
by the holder. The conversion price is subject to adjustment as
hereinafter provided, at any time, or from time to time upon the terms and in
the manner hereinafter set forth in the shareholder agreement. The shares are
required to be redeemed on September 5, 2010. As of March 31, 2009,
the cumulative dividend was $197,774, however, it has not yet been
declared.
Note 11: Stock-Based
Compensation
Effective
January 1, 2006, the Company adopted SFAS No. 123 (revised), "Share-Based
Payment: (SFAS 123(R)) utilizing the modified prospective approach. Prior to the
adoption of SFAS 123(R) we accounted for stock option grant in accordance with
APB Opinion No. 25, "Accounting for
Stock Issued to Employees," and accordingly, recognized compensation
expense for stock option grants using the intrinsic value method.
Under
the modified prospective approach, SFAS 123(R) applies to new awards and to
awards that were outstanding on January 1, 2006 that are subsequently modified,
repurchased or cancelled. Under the modified prospective approach, compensation
cost recognized in the first quarter of fiscal 2006 includes compensation cost
for all share-based payments granted prior to, but not yet vested as of January
1, 2006 based on the grant-date fair value estimated in accordance with the
original provisions of SFAS 123, and compensation cost for all share-based
payments granted subsequent to January 1, 2006 based on the grant-date fair
value estimated in accordance with the provisions of SFAS 123(R). For all
quarters after the first quarter of fiscal 2006, compensation costs recognized
will include the compensation costs for all share-based payments granted based
on the grant date fair value estimated in accordance with the provisions of SFAS
123(R).
Continued…
OPTIMIZERx
CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2009
Note 11: Stock-Based
Compensation (continued)
The
fair value of each option granted in 2008 is estimated on the date of grant
using the Black-Scholes option-pricing model with the following weighted average
assumptions: dividend yield of 0%, expected volatility of 150%, risk-free
interest rate of 2.59% and expected life of 60 months. The Company recognized
expense of $333,004 on the 365,000 options issued on March 5, 2008.
Note
12: Stock
Warrants
During
the year ended December 31, 2008, OptimizeRx issued 6,000,000 common stock
warrants with an exercise price of $2.00 and a term of seven years in connection
with the preferred stock issuance. These warrants were valued using
the Black-Scholes pricing model at $14,160,000. The warrants are
treated as a re-distribution of equity and are shown as a component of
equity.
During
the year ended December 31, 2008, OptimizeRx issued 1,059,500 common stock
warrants were issued in exchange for services. These warrants were
issued with exercise prices of either $1.00 or $2.00 and a term of five
years. The Black-Scholes method was used to value these warrants at
$2,745,280 and the warrants were expensed during
2008.
The
fair value of each warrant issued in 2008 was calculated on the date of grant
using the Black-Scholes option-pricing model with the following weighted average
assumptions: dividend yield of 0%, expected volatility of 6%, risk-free interest
rate of 1.85% and expected life of 60 - 84 months.
Note
13: Related
Party Transactions
The
Company had engaged an officer of the company for management services under a
contract that paid him $48,000 for the period ended April 30, 2008 and $114,500
for the year ended December 31, 2008. The Company paid $36,000
through March 31, 2008 and the expense is included in operating
expenses. The officer became an employee of the Company beginning on
May 1, 2008.
Upon
the transfer of the assets and liabilities from the LLC to the corporation, the
LLC members were issued promissory notes totaling $253,750 under a dilution
agreement for a portion of their interests in Optimizer Systems,
LLC.
The
Company had a $50,000 note payable to a shareholder (see Note 6) that was repaid
during the year ended December 31, 2008. In addition there was a note
to an officer of the Company (see note 6) for $4,000 at March 31, 2009 and
December 31, 2008, respectively.
OPTIMIZERx
CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH
31, 2009
Note
14: Income
Taxes
For
the three months ended March 31, 2009, the Company incurred a net loss of
approximately $1,361,000 and therefore has no tax liability. The company began
operations in 2007 and has previous net operating loss carry-forwards of
$1,513,000 through December 31, 2008. The cumulative loss will be
carried forward and can be used through the year 2028 to offset future taxable
income. In the future, the cumulative net operating loss
carry-forward for income tax purposes may differ from the cumulative financial
statement loss due to timing differences between book and tax
reporting.
The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
|
2009
|
2008
|
||||
|
Deferred
tax asset attributable to:
|
|||||
|
Net
operating loss carryover
|
$ | 1,976,000 | $ | 1,513,000 | |
|
Valuation
allowance
|
(1,976,000) | (1,513,000) | |||
|
Net
deferred tax asset
|
$ | - | $ | - | |
Forward-Looking
Statements
Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of
1934. 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. We intend
such forward-looking statements to be covered by the safe-harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and are including this statement for purposes of complying with
those safe-harbor provisions. 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. Our ability to predict results or the actual effect of future plans
or strategies is inherently uncertain. Factors which could have a material
adverse affect on our operations and future prospects on a consolidated basis
include, but are not limited to: changes in economic conditions,
legislative/regulatory changes, availability of capital, interest rates,
competition, and generally accepted accounting principles. These risks and
uncertainties should also be considered in evaluating forward-looking statements
and undue reliance should not be placed on such statements. We undertake no
obligation to update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise. 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.
Company
Overview
We
conduct all of our operations through our wholly-owned subsidiary, OptimizeRx
Michigan. We are a development-stage company that has developed a website,
www.optimizerx.com (our “Site”), to help medical patients better afford and
manage their rising healthcare costs. In addition, we provide unique
advertising programs to the pharmaceutical and healthcare
industries.
We
recognize that patients have increasing influence in their healthcare decisions,
particularly in their medications: what to buy, where to buy, and how to buy.
However, there is very little information available to consumers regarding how
to access available savings and support programs. We developed our Site to
enable consumers to meet their prescribed pharmacological therapies in the most
cost-effective manner possible. Our Site is a portal that identifies programs
and savings that are available to consumers, based upon their needs. By creating
a portal by which consumers access savings on their pharmaceutical needs, we
have also created a Site where pharmaceutical companies can reach consumers with
their advertising and other programs.
Since our
formation, we have concentrated on developing our business strategy and
obtaining financing. We plan to expand awareness, traffic and database to our
Site, as well as the launch of our offer development systems OFFERx™ and
ADHERxE. We expect that the primary components of our business will
be:
|
§
|
The
Site and our network affiliates
|
4
|
§
|
OFFERx
to develop, promote and fulfill new offers from pharmaceutical and
healthcare manufactures
|
|
§
|
ADHERxE
to allow manufacturers to re-engage their customers through the activation
of new savings each month
|
As demand
increases for savings and support programs to help the growing number of
patients manage their rising healthcare costs, we plan to extend our reach and
visibility through increased online, print and broadcast marketing to increase
traffic and our database of qualified health care consumers.
In turn,
we will generate revenues through: (i) advertising sales from our Site and
affiliate network; (ii) its database; (iii) direct marketing and sponsorships
and (iv) our platforms to create, promote and manage new savings offers for
additional clients.
On
February 9, 2009, we recorded our 300,000th new member since the beginning of
2009. We feel that the rapid growth of our registered user database will
increase our ability to negotiate with pharmaceutical companies and generate
advertising revenue. Also, on February 13, 2009, we began airing advertisements
for OpimizeRx.com on AMC, Travel, MSNBC, Lifetime Movings, and other channels.
We anticipate that this national exposure will further increase the growth of
our database of registered users.
Results
of Operations for the Three months Ended March 31, 2009 and 2008
Since
inception, we have generated minimal revenue from advertising and use of our
database. In the same period, we have incurred expenses related to
funding the development of the business plan, new products and platforms and
raising capital.
Gross
Revenues
Our total
revenue reported for three months ended March 31, 2009 was $1,271, a decrease
from $50,527for the three months ended March 31, 2008. The decrease
in revenue is attributable to the organization performing a onetime special
fulfilment order for a client. During the period, the company has continued to
focus on 1) building the functionality of its website for both the user
interface and architecture for the backend transaction fulfilment and security,
and 2) continued to focus at building brand recognition, market place presence,
and direct client relationships to identify revenue generation opportunities and
programs.
Operating
Expenses
Operating
expenses increased to $1,376,304 for the three months ended March 31, 2009 from
$266,109 for the same period ended 2008. Our operating expenses for the three
months ended March 31, 2009 consisted mainly of consulting fees of $876,795,
advertising expenses of $307,571, payroll of $101,650, website maintenance of
$15,650, auto expenses of $14,288 and employee benefits of
$10,107. Our operating expenses for the three months ended March 31,
2008 consisted of general and administrative expenses of $163,599, consulting
expenses of $94,570 and depreciation and amortization of $7,940.
Other
Expenses
Other
income was $14,310 for three months ended March 31, 2009 an increase from other
expenses of $332,904 for same period ended 2008. The other income for
the three months ended March 31, 2009 is largely attributable to $13,088 in
interest income. The other expenses for the three months ended March
31, 2008 is attributable to warrant based compensation.
5
Net
Loss
Net loss
for the three months ended March 31, 2009 was $1,360,723, compared to net loss
of $548,486 for the same period 2008.
Liquidity
and Capital Resources
As of
March 31, 2009, we had total current assets of $1,825,976 and total assets in
the amount of $1,953,854. Our total current liabilities as of March 31, 2009
were $193,073. We had working capital of $1,632,903 as of March 31,
2009.
Operating
activities used $679,888 in cash for the three months ended March 31, 2009. Our
net loss of $1,360,723 was the primary component of our negative operating cash
flow, offset mainly by $696,000 in stock issued for services. We had no cash
flows used by investing activities during the three months ended March 31,
2009. We had no cash flows provided by financing activities during
the three months ended March 31, 2009.
In July
7, 2008, we entered into an investment placement agent
agreement with Midtown Partners & Co LLC to raise on a best
efforts basis an amount of up to USD $3 million. Prior to this
relationship our financing activities consisted of private investors and loans
to cover our operating expenses.
On Sept
8, 2008 we received gross proceeds of $3,500,000 (net $2,985,000) from
VICIS Capital for preferred equity share sales which was used towards our
working capital.
Our
monthly use of funds is for general operations, product development, sales and
marketing. Our operational overhead is generally minimized through our small
staff and use of independent contractors.
|
Estimated
Monthly Expenses:
|
Normal
Expected Range
|
|
|
Staff
salaries
|
$ | 25,000 - 35,000 |
|
Independent
Sales Representatives
|
$ | 10,000 - 15,000 |
|
IT
and Web/Product Development
|
$ | 10,000 - 15,000 |
|
Rent
and other general expenses
|
$ | 5,000 - 10,000 |
|
Travel
and other related expenses
|
$ | 5,000 - 10,000 |
|
Other
expenses
|
$ | 2,000 - 5,000 |
|
Marketing
& Advertising
|
(Variable:
See comments below)
|
|
Normal
Expected Monthly Cash Burn Rate: Approximately $57,000- 90,000 plus
marketing and advertising
The
biggest anticipated variance in expenses will relate to company’s
marketing/advertising expenses to both the pharmaceutical industry and direct to
consumers. Based on confirmation of successful online and traditional
advertising programs, we will aggressively ramp up these programs to increase
site traffic, membership database and revenue.
We have
invested during the first 4 months of 2009 approximately $250,000 in
online advertising that generated approximately 500,000+ enrollments into our
database which now exceeds 1 million members. Additionally, we have begun
testing a new 30 second national cable commercial to deliver approximately 70
million views/impressions at a cost of approximately $150,000 within the first
quarter of 2009 (for a preview, please go to
www.optimizerx.com/commercial/). Upon attaining specific advertisers,
we may also have additional advertising expenses to generate maximum advertising
revenue to the company. Management feels that our current cash
balance will allow us to meet the expenses required to support our growth plans
over the next twelve months.
6
Off
Balance Sheet Arrangements
As of
March 31, 2009, there were no off balance sheet arrangements.
A smaller
reporting company is not required to provide the information required by this
Item.
We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of March 31, 2009. This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, Mr. David
Lester. Based upon that evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that, as of March 31, 2009, our disclosure
controls and procedures are effective. There have been no significant
changes in our internal controls over financial reporting during the quarter
ended March 31, 2009 that have materially affected or are reasonably likely to
materially affect such controls.
Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.
Limitations on the
Effectiveness of Internal Controls
Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. An internal control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the internal control. The design of
any system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions.
Over time, control may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may
deteriorate.
7
PART
II – OTHER INFORMATION
We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.
A smaller
reporting company is not required to provide the information required by this
Item.
In the
current quarter, we issued 160,000 shares of our common stock in exchange for
services rendered.
These
issuances were deemed to be exempt under rule 506 of Regulation D and Section
4(2) of the Securities Act of 1933, as amended, since, among other things, the
transactions did not involve a public offering, the investors were accredited
investors and / or qualified institutional buyers, the investors had access to
information about the Company and their investment, the investors took the
securities for investment and not resale, and the Company took appropriate
measures to restrict the transfer of the securities.
None
No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the quarterly period ended March
31, 2009.
None
|
Exhibit
Number
|
Description
of Exhibit
|
8
SIGNATURES
In
accordance with the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
OptimizeRx
Corporation
|
|
|
Date:
|
May 21, 2009
|
|
By: /s/David
Lester
David
Lester
Title: Chief
Executive Officer, Chief Financial Officer, and
Director
|