UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K

 ANNUAL REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from _________ to ________

 Commission file number: 001-38543

 OptimizeRx Corporation

 (Exact name of registrant as specified in its charter)

 Nevada

 26-1265381

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification No.)

 260 Charles Street Suite 302
 Waltham, MA

 02453

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number: 248 - 651-6568

 Securities registered under Section 12(b) of the
Exchange Act:

 Title of each class

 Trading Symbol

 Name of each exchange on which registered

 Common Stock, par value $0.001

 OPRX

 NASDAQ Capital Market

 Securities registered under Section 12(g) of the
Exchange Act: None

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
 No

 Indicate by checkmark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes No

 Indicate by check mark whether the
registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
submit such files). Yes No

 Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant
has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. $ 179,568,360

 Indicate the number of shares outstanding of each
of the registrant's classes of common stock, as of the latest practicable date. 18,490,385 common shares as of March 11, 2025.

 DOCUMENTS INCORPORATED BY REFERENCE

 Certain portions of the registrant's definitive
proxy statement, in connection with its 2025 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission within
120 days after December 31, 2024, are incorporated by reference into PART III of this Annual Report on Form 10-K.

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 4.1.

 Information about Our Executive Officers

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 Reserved

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 i

 FORWARD LOOKING STATEMENT

 This Annual Report on Form 10-K contains statements
that relate to future events and expectations and, as such, constitute forward-looking statements, within the meaning of the Private Securities
Litigation Reform Act of 1995. Certain statements, other than purely historical information, including estimates, projections, statements
relating to our strategies, outlook, business and financial prospects, business plans, objectives, and expected operating results, and
the assumptions upon which those statements are based, are "forward-looking statements." These forward-looking statements
generally are identified by the words "believes," "project," "expects," "anticipates,"
"estimates," "intends," "strategy," "plan," "may," "will," "would,"
"will be," "will continue," "will likely result," and similar expressions. Forward-looking statements
are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ
materially from the forward-looking statements. Forward-looking statements are not guarantees of future performance. Although OptimizeRx
believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, these expectations may
not be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements
due to a variety of risks, uncertainties and changes in circumstances, many of which are beyond OptimizeRx's control.

 For a discussion of some of the specific factors
that could cause actual results to differ materially from the information contained in this report, see the following sections of this
report: Part I, Item 1A. "Risk Factors," and Part II, Item 7. "Management's Discussion and Analysis of Financial
Condition and Results of Operations," including the disclosures under "Critical Accounting Estimates". Market projections
are subject to the risks discussed in this report and other risks in the market. OptimizeRx disclaims any intention or obligation to update
publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable
law.

 Unless otherwise specified or the context otherwise
requires, when used in this Annual Report on Form 10-K, the terms "we," "our," "us," "OptimizeRx,"
or the "Company" refer to OptimizeRx Corporation and its subsidiaries.

 ii

 SUMMARY OF RISK FACTORS

 An investment in our Company is subject to a number
of risks. Set forth below is a high-level summary of some, but not all, of these risks. You should review and carefully consider the risks
and uncertainties described in more detail in "Part I, Item 1A. Risk Factors" of this Annual Report, which includes a more
complete discussion of the risks summarized below as well as a discussion of other risks related to our business and an investment in
our securities.

 Risks Related to Our Financial Position

 We have a history of losses, and may not be able to achieve profitability,
or, if achieved, sustain profitability.

 We may need to raise additional capital to grow our business and may not
be able to do so on favorable terms, if at all.

 Servicing debt and funding other obligations requires a significant amount
of cash, and our ability to generate sufficient cash depends on many factors, some of which are beyond our control.

 Restrictions in our Term Loan could adversely affect our business, financial
condition, results of operations, ability to make distributions, and the value of our securities.

 Risks Related to Our Business: Our Industry,
Operations, and Competition

 Seasonal trends in the pharmaceutical brand marketing industry could affect
our operating results.

 Developing and implementing new and updated applications, features and services
for our solutions may be more difficult than expected, may take longer and cost more than expected and may not result in sufficient increases
in revenue to justify the costs.

 Any failure to offer high-quality customer support for our solutions may
adversely affect our relationships with our customers and harm our financial results.

 We are dependent on a concentrated group of customers.

 If we are unable to maintain our contracts with electronic prescription
platforms and electronic health record systems, our business will suffer.

 Our agreements with eRx and EHR channel partners could be subject to audit.

 If we fail to attract new customers or retain and expand existing customers,
our business and future prospects may be materially and adversely impacted.

 The markets in which we operate are competitive, continually evolving and,
in some cases, subject to rapid change.

 Developments in the healthcare industry could adversely affect our business.

 Risks Related to Regulatory Matters

 Actual or perceived failures to comply with applicable laws and regulations
that affect the healthcare industry, including data protection, privacy and security, fraud and abuse laws, regulations, standards and
other requirements could adversely affect our business, results of operations, and financial condition.

 Our operations may be impacted from changes to current regulations and future
legislation.

 If our customers, partners, and third-party providers fail to comply with
the extensive and changing landscape of legal and regulatory requirements affecting the pharmaceutical and healthcare industries, they
could face increased costs and/or penalties, which could lead to us losing business.

 Risks Related to Our Intellectual Property
and Technology

 We are dependent, in part, on our intellectual property. If we are not able
to protect our proprietary rights or if those rights are invalidated or circumvented, our business may be adversely affected.

 Cybersecurity incidents could disrupt business operations, result in the
loss of critical and confidential information, and adversely impact our reputation and results of operations.

 We may be unable to support our technology to further scale our operations
successfully.

 Our business will suffer if our network systems fail or become unavailable.

 The use of AI technology in our operations and IT infrastructure could improve
internal processes, but poses security risks and privacy risks; the use of AI technology also faces regulatory uncertainty and scrutiny
given that AI technology is rapidly growing and evolving.

 iii

 Risks Related to Managing Our Growth

 If we are unable to manage growth, our operations could be adversely affected.

 We may not be able to identify suitable acquisition candidates, complete
acquisitions or integrate acquisitions successfully.

 Our acquisition activities may disrupt our ongoing business and may involve
increased expenses, and we may not realize the financial and strategic goals contemplated at the time of a transaction.

 Risks Related to Inflation, Interest Rates,
and Other Adverse Economic Conditions

 Interest rate increases may adversely affect our financial condition and
results of operations.

 We could be subject to economic, political, regulatory and other risks arising
from our international operations.

 Inflation, the current interest rate environment, and other adverse economic
conditions may adversely affect our business, results of operations and financial condition.

 Geopolitical events may affect our business and our customer base and have
a material adverse impact on our sales and operating results.

 Impairment charges for goodwill or other long-lived assets may need to be
recognized or increased if we lose a major customer, experience a decline in our common stock price or experience changes to the regulatory
environment affecting pharmaceutical advertising restricting the use of our technology.

 Market conditions could adversely change and our earnings could decline
resulting in charges to impair intangible assets, such as goodwill.

 General Risks

 Our business and growth may suffer if we are unable to attract and retain
members of our senior management team and other key employees.

 The impact and effects of public health crises, pandemics and epidemics
could have a material adverse effect on our business, prospects, financial condition, and operating results.

 Risks Relating to Our Common Stock

 If a market for our common stock is not maintained, shareholders may be
unable to sell their shares.

 The market price of our common stock may be highly volatile and could fluctuate
widely in price in response to various factors, many of which are beyond our control.

 We do not expect to pay dividends in the foreseeable future and any return
on investment may be limited to the value of our common stock.

 Certain provision of our charter, bylaws and Nevada law may discourage takeover
attempts and business combinations that shareholders might consider in their best interests.

 Actions of activist stockholders could be disruptive and costly and could
adversely affect our results of operations, financial condition, and/or share price.

 Risks Related to Being a Public Company

 We have identified a material weakness in our internal control over financial
reporting. Failure to remediate the material weakness or any other material weaknesses that we identify in the future could result in
material misstatements in our future financial statements.

 Conflicting views on environmental, social and governance matters may have
a negative impact on our business, impose additional costs on us, and expose us to additional risks.

 iv

 PART 1

 Item 1. Business

 General

 OptimizeRx is a leading healthcare
technology company that is redefining how life sciences brands connect with patients and healthcare providers. OptimizeRx is a
Nevada corporation and was founded in 2006 in Rochester, Michigan as a healthcare technology company delivering various types of
messages, including coupons and co-pays directly to physicians and pharmacists though electronic health record (EHR) systems and
ePrescribing (eRx) platforms. Over time, the demand for different types of communication and marketing solutions among life sciences
organizations, healthcare professionals (HCPs), and patients led us to expand upon our initial solution to increase the variety of
health-related information we deliver, as well as the platforms, technology, and audiences through, and to which we deliver.

 By combining artificial intelligence (AI)-driven tools with our original
financial messaging solution, we progressively enhanced our original financial messaging solution. Our current AI-enabled Dynamic Audience
Activation Platform (DAAP) not only identifies precise HCP audiences, but also estimates which HCPs will see brand eligible patients,
and when such brand eligible patients will be seen.

 After acquiring
Healthy Offers, Inc. (d/b/a "Medicx" or "Medicx Health") in 2023, we expanded our capabilities to include direct-to-consumer
(DTC) marketing using our patent-protected Micro-Neighborhood Targeting (MNT) solution. MNT uses de-identified claims data to target not
individual patients, but geographies in which eligible patients live, to better target audiences for brand manufacturers - a
privacy-centric approach to audience creation. With the integration of DTC marketing, our life sciences brand customers can now access
across our omnichannel network to reach both HCP and patient audiences. Today, we offer diverse tech-enabled marketing solutions using
sophisticated machine-learning algorithms to find the best audience in the correct channels at the right time.

 Customers are able to execute traditional marketing
campaigns on our proprietary digital point-of-care network, as well as dynamic DTC marketing campaigns that optimize audiences in real
time to increase the value of treatment information for HCPs and patients. Connecting over two million U.S. healthcare providers and millions
of their patients through an intelligent technology platform embedded within a proprietary omnichannel network, OptimizeRx helps life
sciences organizations engage and support their customers.

 Business Strategy

 OptimizeRx is at a pivotal moment in its almost 20-year
history. Over the past few months, we have completed an extensive review of our business processes, operations, growth plans, capital
allocation, strategies and opportunities - with the ultimate goal of assessing how we can best create value for our shareholders.

 On March 10, 2025, after a rigorous search and selection
process for a new Chief Executive Officer that was conducted by our independent directors with the assistance of a leading executive search
firm, we named Stephen L. Silvestro as our Chief Executive Officer.

 As Mr. Silvestro leads the next phase of the
Company's growth and transformation, many of our business priorities will be the same, such as continuing to focus on customer
centricity and delight, operational excellence, disciplined execution, developing stronger relationships with our valued business
partners, and expanding our unique value proposition with our top-tier pharma customers. However, going forward, a core aspect of
our new value creation strategy will be to drive towards being recognized as a "Rule of 40" company within the next
several years such that our combined annual revenue growth rate and EBITDA margin are 40% or higher. Like other companies aspiring
to be a "Rule of 40" company, we understand the need to effectively balance growth with profitability. As we drive
towards this ambitious financial goal, we plan to develop a re-occurring revenue component to our business as we look to convert our
DAAP customers to a subscription-based model for the data component of our offerings. We believe this will improve our EBITDA
margins over time while substantially enhancing the overall predictability of our revenue streams. We also believe this will enhance
our ability to scale our business and more thoughtfully plan for profitable growth.

 While we believe we are executing the right strategy,
our Board of Directors and management team understand the need to regularly review our strategy, assess it against a variety of opportunities
that may create greater value, and ensure that the strategy we are executing is fully aligned with the best interests of our shareholders.

 Industry Background

 Life sciences organizations face a challenging
commercial landscape. The life sciences industry is characterized by rapidly advancing science and technologies, intense competition,
and a strong emphasis on differentiated products.

 As a result, life sciences organizations have
increasingly turned to technology solutions to support their commercial strategies. According to industry sources, total pharmaceutical
industry commercial spend in the United States is $30 billion of which approximately $10 billion is attributable to commercial digital
spend.

 We believe significant opportunity exists to address
the unmet needs of life sciences organizations as they relate to digital solutions, including omnichannel access to HCPs, for our customers'
biggest commercial challenges. These complex challenges include brand visibility to HCPs which is impacted by a competitive drug environment
with sales representatives losing time in front of prescribers, augmented by the amount of time the HCPs have to spend in front of computers
and in the EHR. Further, EHRs do not often communicate with one another, creating interoperability issues resulting in HCPs not having
all relevant patient information. In addition, expensive specialty medications are becoming more common and involve more complex diagnosis
criteria - factors that contribute to substantial script abandonment by patients. Our solutions are designed to address these and other
commercial challenges faced by our customers.

 Principal Solutions

 We offer clear, actionable solutions to the challenges
faced by our customers, and our combined HCP and DTC marketing strategies are designed to ensure our customers' brands are positioned
at the right moment and with the right message, always prioritizing the end result: successful brand engagement to reach both HCPs and
patients, ultimately resulting in improved patient care.

 Our principal solutions can be summarized as follows:

 Audience Development: DAAP and MNT

 Dynamic Audience Activation Platform (DAAP) generates dynamic audiences
with predictive analytics via machine learning methods. This identifies which potentially qualified patients and which HCPs to actively
engage based on the patient's care journey and disease progression. These dynamic audiences provide our manufacturing customers
with relevant and timely targets, generating a higher likelihood of impact.

 Micro-Neighborhood Targeting (MNT) creates consumer audiences using
a privacy-first process. MNT looks for all patients expressing brand eligibility signals (covering more than 90% of the U.S. population),
then scores over 35 million 9-digit zip codes based on the concentration of those signals to create a prioritized, yet de-identified audience.
Geographies are automatically refreshed and prioritized regularly for maximum marketing relevance and precision. Our clients may then
activate these audiences through programmatic Demand-Side Platforms (DSPs).

 Audience Profiling: Profiler

 Our audience profiling solution, Profiler, provides insights into our customers'
target consumers, identifying the most cost effective and engaging channels, partners, and strategies for our customers. Audience profiling
enables clients to maximize marketing dollars, focusing on channels their targets are most likely to be consuming, and more specifically
focusing on the media partners within those channels. This is critical to upfront planning as well as periodic analysis to ensure efficient
use of marketing budgets.

 Audience Activation and Media Execution

 Our primary media offering is banner messaging delivered to HCPs. Banner messages include brand messaging,
therapeutic support messaging, affordability messaging, HUB awareness, limited distribution drug information, and patient support program
messaging. We can deliver these in a number of ways via our HCP omnichannel network (EHR systems and eRx platforms), programmatic social
media, and programmatic display.

 With the acquisition of Medicx, our omnichannel solutions expanded further to offering media execution
solutions to consumer audiences. To reach consumer audiences - brand eligible patients - we deliver messages via our consumer omnichannel
network including through programmatic display, programmatic connected television (CTV)/over-the-top (OTT), programmatic social media,
addressable television (ATV), digital out-of-home (OOH), programmatic audio (podcasts, apps, radio), and email/direct mail.

 Pharmacy Alerts

 Pharmacy Alerts improves the existing workflow for prescribing HCPs by informing
them in real time about which pharmacies are able to fill a patient's prescription. Currently, HCPs typically see a list of pharmacies
near their patients, sorted by proximity, without regard to whether each pharmacy carries the medication or is permitted to fill it (in
case of a limited distribution drug). Pharmacy Alerts flags pharmacies that have the medication in stock and are able to fill the prescriptions,
resulting in less frustration and added work for prescribing physicians, pharmacies and patients and less waiting time to get essential
medications to the patients.

 Financial Messaging

 Financial Messaging provides prescribers visibility to branded copay offers for patients directly within
their EHR systems and eRx platforms. It allows prescribers to print or digitally send copay offer details to the dispensing pharmacy.
Our solution addresses the fact that many healthcare systems and prescribers are looking for an easier, more effective way to increase
affordable access to their prescribed branded medications.

 Sales and Marketing

 The go-to-market
strategy for the business aligns sales and marketing efforts while keeping customer engagement at the core. Engaging customers early,
providing value throughout their journey, and nurturing long-term relationships drive sustainable growth and retention. Our sales and
marketing teams include over 25 individuals focused on awareness, adoption and expansion of data and technology solutions designed to
address the digital engagement needs of life sciences brands and their agency partners.

 DAAP, our
patent pending patient-centric omnichannel engagement platform combines artificial intelligence (AI) and human intelligence (HI), to determine
the optimal time to engage patients and physicians. We synchronize HCP and DTC marketing across the programmatic and point-of-care channels
to increase brand conversions, streamline therapy starts, and build stronger brand relationships. Our sales and marketing teams
work closely together to cultivate customer relationships. We use a number of methods to market and promote our solutions, including digital
advertising, industry events, trade shows, conferences, media coverage, social media, and email.

 Technology

 Our proprietary technology platform enables us
to curate privacy safe DTC audiences, dynamic HCP and DTC audiences, and effectively manage digital media campaigns for our advertiser
clients (agencies, and manufacturer/brands) across our channel partner network. Our platform consists of a unified data intelligence technology
stack, multiple cloud-based data warehouses, and in-house applications and application programming interface layers. Collectively, this
platform enables us with a collaborative environment for data engineering, data science, and machine learning, an efficient method to
curate privacy safe DTC audiences, and a scalable means to manage both point-of-care media campaigns and the supply-side inventory request
volume. For the management of point-of-care media campaigns, the platform integrates advanced features of a Supply-Side Platform (SSP),
allowing us to provide seamless access to an expansive range of point-of-care inventory via our strategic partnerships. As an SSP, our
platform enables us to manage and optimize our point-of-care network's ad inventory, maximizing their revenue. On the demand side,
our platform empowers our account and program managers to efficiently manage our customers' campaign(s). Our technology is built
on a scalable and secure architecture that supports high-performance data processing, real-time decisioning, and integration with third-party
data providers.

 To support our growth and provide maximum security,
scalability, and flexibility, all our systems, including from acquisitions, are now hosted and integrated in the cloud. Our technology
development and systems management core team is in the U.S. and in Croatia, with contractors in India and Ukraine to provide bench depth,
rich skills experience, and business economies. The teams are organized into Centers of Excellence focused on Product Domains, Quality
Assurance, Information Security, Data Warehousing, Business Intelligence, Platform Services, and Internal Systems Support. System enhancements
in 2024 included system and framework upgrades, documentation of processes and procedures, security implementation for ongoing cybersecurity,
Sarbanes Oxley, HIPAA, and customer security assessments, and in achieving both System and Organization
Controls (SOC) 2 Type 1 and Type 2 certifications.

 Competition

 The competitive
landscape within life sciences digital marketing is constantly evolving. Our solutions face competition from numerous other companies.

 We compete broadly in the dynamic and ever-evolving
pharmaceutical and life sciences digital marketing industry with healthcare data suppliers, health-focused demand-side platforms, and
health-focused walled garden websites and web platforms, and advertising networks that aggregate traffic from multiple web sites or point-of-care
platforms such as telehealth, EHR, eRx, physician practice management, health information exchanges (HIE), and site-based platforms within
large health systems. Our competitors include large well-known companies with established names, solid market niches, and wide arrays
of product offerings and marketing networks.

 As innovators
in the industry, we have patented and patent-pending technologies that provide unique differentiation, including a patient-centric focus
on brand conversion, and value generation for our customers. Our extensive point-of-care network provides our customers with unparalleled
reach to relevant prescribers. We are uniquely able to use DAAP to produce targeted, privacy-safe audiences for both consumers and their
treating HCPs, allowing brand engagement to occur within the likely care window to find brand-eligible patients at the right time for
brand adoption. DAAP leverages the investment in data and AI technologies, combined with human intelligence, in applying brand-specific
strategies to optimize program performance. Our patented MNT technology provides a unique opportunity for pharmaceutical brands to market
to consumers while adhering to HIPAA and state level privacy requirements.

 For more information on risks relating to our
competition, see Item 1A. Risk Factors.

 Intellectual Property

 Historically, we have created intellectual property
or obtained intellectual property through commercial relationships and in connection with acquisitions.

 We own patents important to our business, and
we expect to continue to file patent applications to protect our research and development investments in new products. As of December 31,
2024, we held five patents and two pending patent applications, including foreign counterpart patents and foreign applications. For the
United States, patents may last 20 years from the date of the patent's filing, subject to term adjustments made by the patent office.

 In addition, we own registered trademarks in the
United States and other countries. As of December 31, 2024, OPTIMIZERx, OPTIMIZEMD, CareSpeak, DIETWATCH, Innovate4Outcomes, SPRx,
SPx, RMDY, Specialty Express, TELAREP, Medicx, Micro-Neighborhood, and Geomedical Targeting are our registered trademarks.

 We also have licenses to intellectual property
for the use and sale of certain of our solutions. In addition, we obtain other intellectual property rights and/or licenses used in connection
with our business when practical and appropriate.

 Government Regulation

 The healthcare industry and, in particular, our
customers and partners are subject to U.S. federal, state and local laws and regulations, including those governing fraud, abuse, privacy
and security. Many of these laws and regulations are complicated and how they might apply to us, our customers, our partners, or the specific
services and relationships we have with our customers and partners are not always well-defined. Many states have enacted laws regulating
the processing of personal information which may reduce demand for placing digital ads in general, especially when those ads relate to
medications, medical products, or health conditions. Although our solutions address these laws by using publicly available information
and by processing de-identified and aggregated information, and we use this data to target geographies rather than individuals, our customers
and partners in the advertising industry remain subject to these regulatory pressures and may not process personal information in this
same way. Our failure, or perceived failure, to accurately apply, or comply with, these laws and regulations could subject us to significant
fines and liability, result in reputational harm, and adversely affect our business. Any new or amended laws or regulations that impose
significant operational restrictions and compliance requirements may negatively impact our business. See Item 1A. Risk Factors for more
information on the impact of Government Regulations on OptimizeRx.

 Human Capital

 As of December 31, 2024, we had 106 full-time
employees and 1 part-time employee in the U.S, as well as 22 full-time employees in Croatia. None of our employees are represented by
a labor union or collective bargaining agreement with respect to their employment with us. The majority of our employees work remotely
and are geographically distributed across the United States and Croatia. We supplement our workforce with contractors in the United States
and internationally on an as-needed basis. We consider our relationship with our employees to be good and have not experienced any work
stoppages.

 We are dedicated to providing a supportive and
respectful environment for our employees where everyone feels valued, and we celebrate both the differences and similarities among our
people. We also believe that diversity in all areas, including cultural background, experience and thought, is essential to bettering
a professional environment and in making our Company stronger. Our Diversity, Equity, Inclusion & Belonging Committee (DEI&B)
is actively engaged in improving our culture, hiring practices and training. In 2023, we upheld the Parity Pledge – a commitment
made in 2021 to interview and consider at least one qualified woman and one underrepresented minority for every open role, VP or higher.
In addition, the DEI&B Committee sponsored quarterly events, including "Cultural Caf ", "Food Waste Awareness",
"Movement Challenge", and "Affinity Groups".

 We prioritize recruiting, retaining, and incentivizing
a highly qualified, diverse workforce as the success of our Company is dependent on the skills, experience, and efforts of our employees.
A skilled workforce not only improves a company's performance, but also contributes to overall employee satisfaction and enhances
human capital. We have increased our focus on training and development for our current employees and have implemented a Learning Management
System where current and future training modules will be presented and tracked for reporting purposes. We offer other learning and development
opportunities and resources to support our employees in achieving and enhancing their development objectives. We equip our managers with
the skills and tools to provide ongoing coaching and feedback so employees can maximize their performance and potential, delivering success
for the Company and the employee.

 We pay our
employees competitively and offer a broad range of company-paid benefits, which we believe are competitive with others in our industry.
Moreover, we believe our long-term incentives are structured in a manner to provide time-based vesting schedules that are retentive
and we incentivize select employees through the granting of stock-based awards and cash-based performance bonus awards.

 Smaller Reporting Company

 We are a "smaller reporting company"
as defined in the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, we may take advantage of
certain reduced disclosure obligations available to smaller reporting companies, including the exemption from compliance with the auditor
attestation requirements pursuant to the Sarbanes-Oxley Act of 2022, reduced disclosure about our executive compensation arrangements
and the requirements to provide only two years of audited financial statements in our annual reports and registration statements. We will
continue to be a "smaller reporting company" as long as (1) we have a public float (i.e., the market value of our American
Depositary Shares held by non-affiliates) less than $250 million calculated as of the last business day of our most recently completed
second fiscal quarter, or (2) our annual revenues are less than $100 million for our previous fiscal year and we have either no public
float or a public float of less than $700 million as of the end of that fiscal year's second fiscal quarter. Decreased disclosures
in our SEC filings due to our status as a "smaller reporting company" may make it harder for investors to analyze our results
of operations and financial prospects.

 Corporate Information

 On January 31, 2006, Optimizer Systems, L.L.C. was
formed in the State of Michigan and, on October 16, 2007, OptimizeRx Corporation was separately incorporated in Michigan. On October 22,
2007, Optimizer Systems, LLC merged into OptimizeRx Corporation, a Michigan corporation, and the name OptimizeRx Corporation remained
unchanged following the merger.

 On April 14, 2008, an alternative reporting company with the OTC Market
Group, Inc., known at the time as RFID Ltd., and formed in the State of Colorado, entered 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 shares of common 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, a Colorado corporation. On September 4, 2008, the Company then completed a migratory
merger, thereby changing the Company's state of incorporation from Colorado to Nevada, resulting in OptimizeRx Corporation, a Nevada
corporation becoming the parent corporation of OptimizeRx Corporation, a Michigan corporation. On April 11, 2023, OptimizeRx Corporation,
a Michigan corporation was merged with and into OptimizeRx Corporation, a Nevada corporation.

 We conduct our operations through our wholly-owned subsidiaries, Healthy
Offers, Inc. (d/b/a Medicx Health or "Medicx Health"), a Nevada corporation, and CareSpeak Communications, d.o.o., a controlled
foreign corporation incorporated in Croatia.

 Our principal executive offices are located at
260 Charles Street Suite 302, Waltham, MA 02453 and our telephone number is (248) 651-6568. Our website address is www.optimizerx.com.
Information contained on or accessible through this website is not incorporated by reference in, or otherwise a part of, this Annual Report
on Form 10-K, and any references to this website are intended to be inactive textual references only.

 Available Information

 We are subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith, we file reports, proxy
and information statements and other information with the Securities and Exchange Commission (the "SEC"). You can read our
SEC filings over the Internet at the SEC's website at www.sec.gov. Our filings with the SEC are also available free of charge through
the investor relations section of our website at www.optimizerx.com. Reports are available free of charge as soon as reasonably
practicable after we electronically file them with, or furnish them to, the SEC. From time to time, we also use multiple social media
channels to communicate with the public about OptimizeRx. It is possible that the information we post on social media could be deemed
to be material information. Therefore, we encourage you to review the information we post on the social media channels listed on our investor
relations website, if any.

 Information contained on or accessible through
the websites and social media channels referred to above is not incorporated by reference in, or otherwise a part of, this Annual Report,
and any references to these websites and social media channels are intended to be inactive textual references only.

 Item 1A. Risk Factors

 Risks Related to Our Financial Position

 We have a history of losses, and may not
be able to achieve profitability, or, if achieved, sustain profitability.

 With the exception of 2021, we have historically
incurred losses as a result of investing in future growth. While we have increased revenues, we have not yet consistently achieved profitability
due to these investments and non-cash expenses. Our ability to achieve consistent profitability depends on our ability to generate sales
through our technology platform and advertising model, while maintaining reasonable expense levels. If we do not achieve sustainable profitability,
it may impact our ability to continue our operations.

 We may need to raise additional capital
to grow our business and may not be able to do so on favorable terms, if at all.

 We may need to raise additional capital in the
future, including to expand our operations and pursue our growth strategies, to respond to competitive pressures, or to meet capital needs
in response to operating losses or unanticipated working capital requirements. Our inability to raise additional capital on acceptable
terms in the future may limit our ability to continue to operate our business and further expand our operations.

 Servicing debt and funding other obligations
requires a significant amount of cash, and our ability to generate sufficient cash depends on many factors, some of which are beyond our
control.

 Our ability to make payments on and refinance
our indebtedness and to fund our operations and capital expenditures depends on our ability to generate cash flow and secure financing
in the future. Our ability to generate future cash flow depends, among other things, on future operating performance, general economic
conditions, competition, and legislative and regulatory factors affecting our operations and business.

 Some of these factors are beyond our control.
There is no assurance that our business will generate cash flow from operations or that future debt or equity financings will be available
to us to enable us to pay our indebtedness or to fund other needs. As a result, we may need to refinance all or a portion of our indebtedness
on or before maturity. There is no assurance that we will be able to refinance any of our indebtedness on favorable terms, or at all.
Any inability to generate sufficient cash flow or refinance our indebtedness on favorable terms could have an adverse effect on our financial
condition.

 Restrictions in our Term Loan could adversely
affect our business, financial condition, results of operations, ability to make distributions, and the value of our securities.

 Our Term Loan contains customary affirmative covenants,
including, among others, covenants pertaining to the delivery of financial statements; certain financial covenants; notices of default
and certain other material events; payment of obligations; preservation of corporate existence, rights, privileges, permits, licenses,
franchises and intellectual property; maintenance of property and insurance and compliance with laws, as well as customary negative covenants,
including, among others, limitations on the incurrence of liens and entering into capital leases, investments and indebtedness; mergers
and certain other fundamental changes; dispositions of assets; restricted payments; changes in our line of business; transactions with
affiliates and burdensome agreements. These covenants could affect our ability to operate our business, increase the amount of interest
expense we ultimately pay pursuant to the Term Loan, and may limit our ability to take advantage of potential business opportunities as
they arise.

 Our ability to comply with the covenants and restrictions
contained in our Term Loan, may be affected by events beyond our control, including prevailing economic, financial, and industry conditions.
If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired. A failure to comply with
these provisions could result in a default or an event of default. Upon an event of default, unless waived, the lenders could elect to
terminate their commitments, cease making further loans, cause their loans to become
due and payable in full, foreclose against any assets securing the debt under our Term Loan and force us and our subsidiaries into bankruptcy
or liquidation. If the payment of our debt is accelerated, our assets may be insufficient to repay such debt in full, and the holders
of our stock could experience a partial or total loss of their investment.

 Risks Related to Our Business: Our Industry,
Operations, and Competition

 Seasonal trends in the pharmaceutical brand
marketing industry could affect our operating results.

 In general, the pharmaceutical brand marketing
industry experiences seasonal trends that affect the vast majority of participants in the pharmaceutical digital marketing industry. Many
pharmaceutical companies allocate the largest portion of their brand marketing to the fourth quarter of the calendar year. As a result,
the first quarter tends to reflect lower activity levels and lower revenue, with gradual increases in the following quarters. We generally
expect these seasonality trends to continue and our ability to effectively manage our resources in anticipation of these trends may affect
our operating results.

 Developing and implementing new and updated
applications, features and services for our solutions may be more difficult than expected, may take longer and cost more than expected
and may not result in sufficient increases in revenue to justify the costs.

 Attracting and retaining users of our solutions
requires us to continue to improve the technology underlying those solutions and to continue to develop new and updated applications,
features and services for those solutions. If we are unable to do so on a timely basis or if we are unable to implement new applications,
features and services without disruption to our existing ones, we may lose potential users and clients. The costs of development of these
enhancements may negatively impact our ability to achieve profitability.

 We rely on a combination of internal development,
strategic relationships, licensing and acquisitions to develop our solutions and related applications, features and services. Our development
and/or implementation of new technologies, applications, features and services may cost more than expected, may take longer than originally
expected, may require more testing than originally anticipated and may require the acquisition of additional personnel and other resources.
There can be no assurance that the revenue opportunities from any new or updated technologies, applications, features or services will
justify the amounts spent.

 Any failure to offer high-quality customer
support for our solutions may adversely affect our relationships with our customers and harm our financial results.

 Once our solutions are implemented, our customers
use our support organization to resolve technical issues relating to our solutions. Increased demand for our support services may increase
our costs without corresponding revenue, which could adversely affect our operating results. Further, the sale of our solutions is highly
dependent on the ease of use of our solutions, on our business reputation, and on favorable recommendations from our existing customers.
Any failure to maintain high-quality and responsive customer support, or a market perception that we do not maintain high-quality support,
could harm our reputation, cause us to lose customers, adversely affect our ability to sell our solutions to prospective customers, and
harm our business, operating results and financial condition.

 We are dependent on a concentrated group
of customers.

 Because the pharmaceutical industry is dominated
by large companies with multiple brands, our revenue is concentrated in a relatively small number of companies. We have over 100 pharmaceutical
manufacturers as customers, and our revenues are concentrated in these customers. Loss of one or more of our larger customers could have
a negative impact on our operating results. Our top five customers represented approximately 49% of revenue for the year ended December 31,
2024. In 2024 and 2023, respectively, we had two customers and one customer that represented over 10% of our revenues.

 We expect that we will continue to depend upon
a relatively small number of customers for a significant portion of our total revenues for the foreseeable future. The loss of any of
these customers or groups of customers for any reason, or a change of relationship with any of our key customers could cause a material
decrease in our total revenues.

 Additionally, mergers or consolidations among
our customers in the healthcare industry could reduce the number of our customers and could adversely affect our revenues and sales. In
particular, if our customers are acquired by entities that are not also our customers, that do not use our solutions or that have more
favorable contract terms with competitors and choose to discontinue, reduce or change the terms of their use of our solutions, our business
and operating results could be materially and adversely affected.

 If we are unable to maintain our contracts
with electronic prescription platforms and electronic health record systems, our business will suffer.

 We are reliant upon our contracts with leading
electronic prescribing ("eRx") platforms and electronic health record ("EHR") systems to generate a portion of
the revenues received from our customers. Such arrangements subject us to a number of risks, including the following:

 Our eRx and EHR channel partners may experience financial, regulatory or operational difficulties, which
may impair their ability to focus on and fulfill their contract obligations to us;

 Legal disputes or disagreements, including the ownership of intellectual property, may occur with one
or more of our eRx and EHR channel partners and may lead to lengthy and expensive litigation or arbitration;

 Significant changes in an eRx and/or EHR channel partner's business strategy may adversely affect
such partner's willingness or ability to satisfy obligations under any such arrangement;

 An eRx and EHR channel partner could terminate the partnership arrangement, which could negatively impact
our ability to sell our solutions and achieve revenues; and

 The failure of an eRx or EHR channel partner to provide accurate and complete financial information to
us or to maintain adequate and effective internal control over its financial reporting may negatively affect our ability to meet our financial
reporting obligations as required by the SEC. See Part II, Item 9A. "Controls and Procedures."

 We generated 57.3% and 55.9% of our revenue through
our two largest channel partners in 2024 and 2023, respectively. As such, the inability to maintain these relationships could adversely
impact our business.

 Our agreements with eRx and EHR channel
partners could be subject to audit.

 Our agreements with our eRx and EHR channel partners
provide for revenue-sharing payments to them based on the revenue we generate through their platforms and systems. These payments could
be subject to an audit by our channel partners, at their cost, and if there is a dispute as to the calculation, we may be liable for additional
payments. Some agreements would require us to also pay for the cost of the audit if an underpayment is determined to be in excess of a
certain amount.

 If we fail to attract new customers or retain
and expand existing customers, our business and future prospects may be materially and adversely impacted.

 We currently work with many leading pharmaceutical
companies, medical device manufacturers, associations, and other companies. While we have experienced customer growth, this growth may
not continue at the same pace in the future or at all. Achieving growth in our customer base may require us to engage in increasingly
sophisticated and costly sales and marketing efforts that may not result in additional customers. We may also need to modify our solution
set and/or pricing model to attract and retain such customers. If we fail to attract new customers or fail to maintain or expand existing
relationships in a cost-effective manner, our business and future prospects may be materially and adversely impacted.

 The markets in which we operate are competitive,
continually evolving and, in some cases, subject to rapid change.

 Our solutions face competition from numerous other
companies. We compete for revenue from healthcare advertisers and sponsors (pharmaceutical manufacturers) with healthcare data suppliers,
health-focused demand-side platforms, and health-focused walled garden websites and web platforms, and advertising networks that aggregate
traffic from multiple web sites or point-of-care platforms such as telehealth, EHR, eRx, physician practice management, health information
exchanges (HIE), site-based platforms within large health systems, etc.

 Many of our competitors have greater financial,
technical, product development, marketing and other resources than we do. These organizations may be better known than we are and have
more customers than we do. We cannot provide assurance that we will be able to compete successfully against these organizations or any
alliances they have formed or may form. Since there are no substantial barriers to entry into the markets in which we participate, we
expect that competitors will continue to enter these markets.

 Developments in the healthcare industry
could adversely affect our business.

 Most of our revenue is derived from pharmaceutical
manufacturers and could be affected by changes affecting the broader healthcare industry, including decreased spending in the industry
overall.

 General reductions in expenditures by healthcare
industry participants could result from, among other things:

 Government regulation or private initiatives that affect the manner in which healthcare industry participants
interact with consumers and the general public;

 Government regulation prohibiting the use of coupons by patients covered by federally funded health insurance
programs;

 Consolidation of healthcare industry participants;

 Reductions in governmental funding for healthcare; and

 Adverse changes in business or economic conditions affecting healthcare industry participants.

 Even if general expenditures by industry participants
remain the same or increase, developments in the healthcare industry may result in reduced spending in some or all the specific market
segments that we serve now or may serve in the future. For example, the use of our solutions and services could be affected by:

 A decrease in the number of new drugs or medical devices coming to market; and

 A decrease in marketing expenditures by pharmaceutical or
medical device companies.

 The healthcare industry has changed significantly
in recent years, and we expect that significant changes will continue to occur. However, the timing and impact of developments in the
healthcare industry are difficult to predict. We cannot assure you that the demand for our solutions and services will continue to exist
at current levels or that we will have adequate technical, financial and marketing resources to react to changes in the healthcare industry.

 Risks Related to Regulatory Matters

 Actual or perceived failures to comply with
applicable laws and regulations that affect the healthcare industry, including data protection, privacy and security, fraud and abuse
laws, regulations, standards and other requirements could adversely affect our business, results of operations, and financial condition.

 The global data protection landscape is rapidly
evolving, and we are or may become subject to numerous state, federal and foreign laws, requirements and regulations governing the collection,
use, disclosure, retention, and security of personal information. In addition, our customers and service providers may be or become subject
to these same rules. This evolution may create uncertainty in our business, affect our ability to operate in certain jurisdictions or
to collect, store, transfer, use and share personal information, necessitate the acceptance of more onerous obligations in our contracts,
result in liability or impose additional costs on us. The cost of compliance with these laws, regulations and standards is high and is
likely to increase in the future. Any failure or perceived failure by us to comply with federal, state or foreign laws or regulation,
our internal policies and procedures or our contracts governing our processing of personal information could result in negative publicity,
government investigations and enforcement actions, claims by third parties, and damage to our reputation, any of which could have a material
adverse effect on our operations, financial performance and business.

 We also may be bound by contractual obligations
and other obligations relating to privacy, data protection, and information security that are more stringent than applicable laws and
regulations. The costs of compliance with, and other burdens imposed by, laws, regulations, standards, and other obligations relating
to privacy, data protection, and information security are significant. Although we work to comply with applicable laws, regulations, and
standards, our contractual obligations and other legal obligations, these requirements are evolving and may be modified, interpreted and
applied in an inconsistent manner from one jurisdiction to another, and may conflict with another or other legal obligations with which
we must comply. Accordingly, our failure, or perceived inability, to comply with these laws, regulations, standards, and other obligations
may limit the use and adoption of our solution, reduce overall demand for our solution, lead to regulatory investigations, breach of contract
claims, litigation, and significant fines, penalties, or liabilities for actual or alleged noncompliance or slow the pace at which we
close sales transactions, any of which could harm our business.

 The Health Insurance Portability and Accountability
Act of 1996, or HIPAA, and the rules promulgated thereunder require certain entities, referred to as Covered Entities, to comply with
established standards, including standards regarding the privacy and security of protected health information, or PHI. HIPAA further requires
that Covered Entities enter into agreements meeting certain regulatory requirements with their business associates, as such term is defined
by HIPAA, which, among other things, obligate the business associates to safeguard the covered entity's PHI against improper use
and disclosure. While we are not a Covered Entity, we have contracted as a business associate of our Covered Entity customers and, as
such, may be regulated by HIPAA and have contractual obligations under such agreements, including to enter into business associate agreements
with our third-party vendors. We, and our Covered Entity customers might face significant contractual liability pursuant to such business
associate agreements if the business associate breaches the agreement or causes the Covered Entity to fail to comply with HIPAA. Additionally,
even if we do not act as a Covered Entity or Business Associate, we process data that has been de-identified according to the expert determination
method under HIPAA's Privacy Rule. This requires us to take measures to prevent the re-identification of that data and to comply
with HIPAA if that data is re-identified.

 In the ordinary course of our business, we collect
and store sensitive data, including intellectual property, proprietary business information and personally identifiable information (including
of our employees, customers, suppliers and business partners). Any data breach may subject us to civil fines and penalties, or regulatory
orders, fines or sanctions under relevant state and federal privacy laws in the United States, including the California Consumer Privacy
Act ("CCPA") and other laws and regulations. Our failure, or the failure of our third-party vendors, to comply with applicable
laws and regulations relating to data security and our involvement or the involvement of any of our third-party vendors in any data security
incidents could result in legal claims and liability, obligations to report incidents to governmental agencies, regulatory investigations
and penalties, and reputational damage, which could have a material adverse effect on our business, financial condition and results of
operations.

 Certain other laws and regulations such as federal
and state anti-kickback and false claims laws may apply to us indirectly through our relationships with our customers and partners. Violations
can result in considerable penalties and sanctions. If we are found to have violated, or to have facilitated the violation of such laws,
we could be subject to significant penalties.

 Our operations may be impacted from changes
to current regulations and future legislation.

 The current Executive Branch administration and
regulatory agencies may propose policy changes that create uncertainty for our business, including potentially implementing restrictions
on pharmaceutical direct to consumer ("DTC") marketing.

 Additionally, in its June 2024 decision in Loper
Bright Enterprises v. Raimondo (the "Loper decision"), the U.S. Supreme Court overturned the longstanding Chevron doctrine,
under which courts were required to give deference to regulatory agencies' reasonable interpretations of ambiguous federal statutes.
The Loper decision could result in additional legal challenges to regulations and guidance issued by federal agencies applicable to our
customer's operations, including those issued by the U.S. Food and Drug Administration (FDA), the U.S. Department of Health &
Human Services, and the U.S. Federal Trade Commission. Additionally, the Loper decision may result in increased regulatory uncertainty,
inconsistent judicial interpretations and other impacts to the agency rule-making process. We cannot predict which additional measures
may be adopted or the impact of current and additional measures on our business, or our customer's businesses, which could have
a significant impact on our business, financial condition and results of operations.

 If our customers, partners, and third-party
providers fail to comply with the extensive and changing landscape of legal and regulatory requirements affecting the pharmaceutical and
healthcare industries, they could face increased costs and/or penalties, which could lead to us losing business.

 The FDA, U.S. state licensure bodies, other healthcare
regulators and other comparable agencies in other jurisdictions directly regulate many of the most critical business activities of our
customers, partners, and third-party providers, including R&D for biotechnology and pharmaceutical development, and pharmaceutical
advertising. States increasingly have been placing greater restrictions on the marketing and advertising practices of healthcare companies,
particularly pharmaceutical companies. In addition, pharmaceutical and biotechnology companies have been the target of lawsuits and investigations
alleging violations of government regulations, including claims asserting submission of incorrect pricing information, improper promotion
of pharmaceutical products, payments intended to influence the referral of federal or state healthcare business, submission of false claims
for government reimbursement, antitrust violations, violations of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar
anti-bribery or anti-corruption laws. Any failure to comply with applicable laws, rules and regulations may result in civil and/or criminal
legal proceedings and lead to fines, damages, mandatory compliance programs and other sanctions and remedies that may materially affect
the business, operations and reputations of our customers, partners and third-party providers which could adversely affect our business.

 Risks Related to Our Intellectual Property
and Technology

 We are dependent, in part, on our intellectual
property. If we are not able to protect our proprietary rights or if those rights are invalidated or circumvented, our business may be
adversely affected.

 Our business is dependent, in part, on our ability
to innovate, and, as a result, we are reliant on our intellectual property. We generally protect our intellectual property through patents,
trademarks, trade secrets, confidentiality and nondisclosure agreements and other measures to the extent our budget permits. There can
be no assurance that patents will be issued from pending applications that we have filed or that our patents will be sufficient to protect
our key technology from misappropriation or falling into the public domain, nor can assurances be made that any of our patents, patent
applications, trademarks or our other intellectual property or proprietary rights will not be challenged, invalidated or circumvented.
In the event a competitor or other party successfully challenges our solutions, processes, patents or licenses or claims that we have
infringed upon their intellectual property, we could incur substantial litigation costs defending against such claims, be required to
pay royalties, license fees or other damages or be barred from using the intellectual property at issue, any of which could have a material
adverse effect on our business, operating results and financial condition. We cannot assure that steps taken by us to protect our intellectual
property and other contractual agreements for our business will be adequate, that our competitors will not independently develop or patent
substantially equivalent or superior technologies or be able to design around patents that we may receive, or that our intellectual property
will not be misappropriated.

 If we are unable to protect our proprietary rights,
we may be at a disadvantage to others who do not incur the substantial time and expense we incur. Preventing unauthorized use or infringement
of our intellectual property rights is inherently difficult. Moreover, it may be difficult or practically impossible to detect theft or
unauthorized use of our intellectual property. Any of the foregoing could have a material adverse effect upon our business, financial
condition and results of operations.

 Cybersecurity incidents could disrupt business
operations, result in the loss of critical and confidential information, and adversely impact our reputation and results of operations.

 Global cybersecurity threats can range from uncoordinated
individual attempts to gain unauthorized access to our information technology (IT) systems to sophisticated and targeted measures known
as advanced persistent threats. While we employ extensive measures to prevent, detect, address and mitigate these threats (including access
controls, insurance, vulnerability assessments, continuous monitoring of our IT networks and systems, maintenance of backup and protective
systems and user training and education), cybersecurity incidents, depending on their nature and scope, could potentially result in the
misappropriation, destruction, corruption or unavailability of critical data and confidential or proprietary information (our own or that
of third parties) and the disruption of business operations. The potential consequences of a material cybersecurity incident include reputational
damage, loss of customers, loss of income, litigation with customers and other parties, loss of trade secrets and other proprietary business
data and increased cybersecurity protection and remediation costs, which in turn could adversely affect our competitiveness and results
of operations. In addition, while we maintain insurance coverage, our insurance coverage for cyberattacks may not be sufficient to cover
all the losses, liabilities and costs we may experience as a result of a cybersecurity incident, including any disruptions resulting from
such an incident, or that applicable insurance will be available to us in the future on economically reasonable terms or at all.

 A cybersecurity incident could be caused by disasters,
insiders (through inadvertence or with malicious intent) or malicious third parties using sophisticated, targeted methods, including hacking,
fraud, phishing or other forms of deception. The techniques used by threat actors change frequently, are becoming increasingly diverse
and sophisticated, and may be difficult to detect for long periods of time. Although we maintain information technology measures designed
to protect the confidentiality, availability, and integrity of our information systems, and protect us against intellectual property theft,
data breaches, and other cybersecurity incidents, such measures will require updates and improvements, and we cannot guarantee that such
measures will be adequate to detect, prevent or mitigate cybersecurity threats or incidents. The implementation, maintenance, segregation
and improvement of these information systems requires significant management time, support and cost. Moreover, there are inherent risks
associated with developing, improving, expanding and updating current systems, including the disruption of our data management, procurement,
finance, and sales and service processes. These risks may affect our ability to manage our data and adequately protect our intellectual
property or achieve and maintain compliance with, or realize available benefits under, applicable laws, regulations and contracts. Moreover,
our proprietary information, confidential information, intellectual property, or personal information that we hold could be compromised
or misappropriated and our reputation may be adversely affected. If these systems do not operate as we expect them to, we may be required
to expend significant resources to make corrections or find alternative sources for performing these functions.

 We also work with partners and third-party service
providers or vendors that collect, store and process such data on our behalf and in connection with our services. There can be no assurance
that any security measures that we or our third-party service providers or vendors have implemented will be fully executed, adhered to,
or effective in protecting our systems and information, including against current or future cybersecurity threats. While we have designed
and developed systems and processes to protect the availability, integrity, and confidentiality of our data and information, as well as
those of our customers, website visitors, employees, and others, the security measures of our third-party service providers or vendors
could fail and result in security incidents, including unauthorized access to, or disclosure, acquisition, encryption, modification, misuse,
loss, destruction or other compromise of such data. If a compromise of such data were to occur, we may have liability under our contracts
with other parties and under applicable law for damages and incur penalties and other costs to respond to, investigate and remedy such
an incident. Laws require us to provide notice to customers, regulators, credit reporting agencies or others when certain sensitive information
has been compromised as a result of a security breach. There are significant differences between the laws of the U.S. and other jurisdictions,
and as a result compliance in the event of a widespread data breach could be complicated and costly. Such an event could harm our reputation
and result in litigation against us. Any of these results could materially adversely affect our business, prospects, financial condition
and operating results.

 We may be unable to support our technology
to further scale our operations successfully.

 Our plan is to grow through further integration
of our technology in electronic platforms. Our growth will place significant demands on our management and technology development, as
well as our financial, administrative and other resources. We cannot guarantee that any of the systems, procedures and controls we put
in place will be adequate to support the commercialization of our operations. Our operating results will depend substantially on the ability
of our officers and key employees to manage changing business conditions and to implement and improve our financial, administrative and
other resources. If we are unable to respond to and manage changing business conditions, or the scale of our solutions, services and operations,
then the quality of our services, our ability to retain key personnel and our business could be harmed.

 Our business will suffer if our network
systems fail or become unavailable.

 A reduction in the performance, reliability and
availability of our network infrastructure would harm our ability to distribute our solutions to our users, as well as our reputation
and ability to attract and retain customers. Our systems and operations could be damaged or interrupted by fire, flood, power loss, telecommunications
failure, internet breakdown, earthquake and similar events. Our systems could also be subject to viruses, break-ins, sabotage, acts of
terrorism, acts of vandalism, hacking, cyber-terrorism and similar misconduct. We might not carry adequate business interruption insurance
to compensate us for losses that may occur from a system outage. Any system error or failure that causes interruption in availability
of our solutions or an increase in response time could result in a loss of potential customers, which could have a material adverse effect
on our business, financial condition and results of operations. If we suffer sustained or repeated interruptions, then our solutions and
services could be less attractive to our users and our business would be materially harmed.

 The use of AI technology in our operations
and IT infrastructure could improve internal processes, but poses security risks and privacy risks; the use of AI technology also faces
regulatory uncertainty and scrutiny given that AI technology is rapidly growing and evolving.

 The rapid evolution of artificial intelligence
(AI) could exacerbate the information technology related risks described below.

 We have increased efficiency through adoption
and use of AI, including with our DAAP programs, machine learning, and similar tools and technologies that collect, aggregate, analyze
or generate data or other materials or content, and we expect to continue to adopt such tools as appropriate. In addition, we expect our
third-party vendors and service providers to increasingly develop and incorporate AI into their product offerings.

 While we anticipate that we will continue to utilize
our AI-powered Dynamic Audience and Activation Platform (DAAP), and to research and implement other potential AI-based technology solutions
to both mitigate risk and increase automation in our environment, it is possible that bad actors and/or competitors will leverage AI solutions
more effectively to either exploit vulnerabilities or take market share. Either outcome could negatively impact our business.

 We are aware that generative AI tools may respond
with inaccurate or fabricated information, introduce bias or fail to provide traceability of source information.

 The intellectual property risks associated with
AI include uncertainties around the ownership of AI-generated works, potential infringement of existing patents and copyrights, unauthorized
use of third-party data, and exposure of proprietary algorithms or trade secrets. Dependence on AI systems or AI vendors means that any
downtime or outages can disrupt business operations. Usage of our confidential data to train the AI models by us or our vendors, could
result in legal risk, especially if it involves customer data or our proprietary information.

 There are significant and evolving risks involved
in utilizing AI, and no assurance can be provided that our, our third-party vendors' or service providers' use of AI will
enhance our, our third-party vendors' or service providers' products or services, or produce the intended results. The adoption
and incorporation of such AI tools can lead to concerns around safety and soundness, fair treatment of consumers, and compliance with
applicable laws and regulations. AI solutions may also be adversely impacted by unforeseen defects, technical challenges, cyber-attacks,
cybersecurity breaches, service outages or other similar incidents, or material performance issues.

 In addition, various federal, state, and international
governments and regulatory agencies are reviewing the technologies underlying AI and its uses are applying, or are considering applying,
existing laws and regulations to AI. Some are considering adopting new general legal frameworks for AI. We may not be able to anticipate
how to respond to these rapidly evolving frameworks, and we may need to expend resources to adjust our operations or offerings in certain
jurisdictions if the legal frameworks are inconsistent across jurisdictions.

 Furthermore, because AI technology itself is highly
complex and rapidly developing, it is not possible to predict all the legal, operational or technological risks that may arise relating
to the use of AI. We expect that our DAAP platform and use of AI will require additional resources, including incurring additional costs
to develop and maintain our products and solutions, to minimize potentially harmful or unintended consequences, to comply with applicable
and emerging laws and regulations, to maintain or extend our competitive position, and to address any ethical, reputational, technical,
operational, legal, competitive or regulatory issues which may arise as a result of any of the foregoing.

 Risks Related to Managing Our Growth

 If we are unable to manage growth, our operations
could be adversely affected.

 Our ability to manage growth effectively will
depend on our ability to improve and expand operations, including our financial and management information systems, and to recruit, train
and manage personnel. There can be no assurance that management will be able to manage growth effectively. To manage growth effectively,
we will be required to continue to implement and improve our operating and financial systems and controls to expand, train and manage
our employee base. Our ability to manage our operations and growth effectively will require us to continue to expend funds to enhance
our operational, financial and management controls, reporting systems and procedures, and to attract and retain sufficient talented personnel.

 If we do not properly manage the growth of our
business, we may experience significant strains on our management and operations and disruptions in our business. Various risks arise
when companies grow too quickly. If our business grows too quickly, our ability to meet customer demand in a timely and efficient manner
could be challenged. We may also experience development delays as we seek to meet increased demand for our solutions. Our failure to properly
manage the growth that we or our industry might experience could negatively impact our ability to execute on our operating plan and, accordingly,
could have an adverse impact on our business, our cash flow and results of operations, and our reputation with our current or potential
customers.

 We may not be able to identify suitable
acquisition candidates, complete acquisitions or integrate acquisitions successfully.

 We may not be able to identify suitable acquisition
candidates, complete acquisitions, or integrate acquisitions successfully. We may seek additional acquisition opportunities, both to further
diversify our business and to penetrate or expand important product offerings or markets. There are no assurances, however, that we will
be able to successfully identify suitable candidates, negotiate appropriate terms, obtain financing on acceptable terms, complete proposed
acquisitions, successfully integrate acquired businesses, or expand into new markets. Once acquired, operations may not achieve anticipated
levels of revenues or profitability. Acquisitions involve risks, including difficulties in the integration of the operations, technologies,
services and products of the acquired companies and the diversion of management's attention from other business concerns. Although our
management will endeavor to evaluate the risks inherent in any particular transaction, there are no assurances that we will properly ascertain
all such risks. Difficulties encountered with acquisitions could have a material adverse impact on our business.

 Our
acquisition activities may disrupt our ongoing business and may involve increased expenses, and we may not realize the financial and strategic
goals contemplated at the time of a transaction.

 We have
acquired, and may in the future acquire, companies, businesses, products, services and technologies. Acquisitions involve significant
risks and uncertainties, including:

 –
 our ongoing business may be disrupted, an acquisition may involve
increased expenses, and our management's attention may be diverted by acquisition, transition, or integration activities;

 –
 we may not further our business strategy as we expected;

 –
 we may not realize anticipated synergies or other anticipated
benefits of an acquisition or such synergies or benefits may take longer than anticipated to be realized;

 –
 we may overpay for our investments, or otherwise not realize the
financial returns contemplated at the time of the acquisition;

 –
 integration with acquired operations or technology may be
more costly or difficult than expected and such integration may not be successful;

 –
 we may be unable to retain the key employees, customers and other
channel partners of the acquired operation;

 –
 we may not realize the anticipated increases in our revenues from
an acquisition; and

 –
 our use of cash to pay for acquisitions may limit other potential
uses of our cash.

 Risks Related to Inflation, Interest Rates,
and Other Adverse Economic Conditions

 Interest rate increases may adversely affect
our financial condition and results of operations.

 Borrowings under our Term Loan are at variable
rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness
will increase even though the amount borrowed remains the same. As a result, our cash flows, including cash available for servicing our
indebtedness, will correspondingly decrease. A one-percentage-point increase in the interest rates on outstanding borrowings under our
Term Loan would have increased our interest expense by approximately $0.4 million for the year ended December 31, 2024.

 We could be subject to economic, political,
regulatory and other risks arising from our international operations.

 Operating in international markets requires significant
resources and management attention and will subject us to regulatory, economic and political risks that may be different from, and incremental
to, those in the United States. In addition to the risks that we face in the United States, our international operations in Israel and
Croatia, may involve risks that could adversely affect our business, including:

 difficulties and costs associated with staffing and managing foreign operations;

 natural or man-made disasters, political, social and economic instability, including wars, terrorism and
political unrest, outbreak of disease, boycotts, curtailment of trade, and other business restrictions;

 compliance with United States laws, such as the Foreign Corrupt Practices Act, export controls and economic
sanctions, and local laws prohibiting corrupt payments to government officials;

 unexpected changes in regulatory requirements;

 less favorable foreign intellectual property laws;

 adverse tax consequences such as those related to repatriation of cash from foreign jurisdictions into
the United States, non-income related taxes such as value-added tax or other indirect taxes, changes in tax laws or their interpretations,
or the application of judgment in determining our global provision for income taxes and other tax liabilities given inter-company transactions
and calculations where the ultimate tax determination is uncertain;

 fluctuations in currency exchange rates, which could impact expenses of our international operations and
expose us to foreign currency exchange rate risk;

 profit repatriation and other restrictions on the transfer of funds;

 differing payment processing systems as well as use and acceptance of electronic payment methods, such
as payment cards;

 new and different sources of competition; and

 different and more stringent user protection, data protection, privacy and other laws.

 Our failure to manage any of these risks successfully
could harm our international operations and our overall business, as well as results of our operations.

 Inflation, the current interest rate environment,
and other adverse economic conditions may adversely affect our business, results of operations and financial condition.

 General global economic downturns and macroeconomic
trends, including heightened inflation, capital market volatility, interest rate fluctuations, tariffs, and economic slowdown or recession,
may result in unfavorable conditions that could negatively affect demand for our products and solutions and exacerbate some of the other
risks that affect our business, financial condition and results of operations. Domestic markets experienced significant inflationary pressures
in 2024. Threats of multinational tariffs and retaliatory tariffs provide uncertainty as to heightened inflation in the domestic markets
in the next twelve months. In an inflationary environment, we may experience increases in the prices of labor and other costs of doing
business. Additionally, cost increases may outpace our expectations, causing us to use our cash and other liquid assets faster than forecasted.
If we are unable to successfully manage the effects of inflation, our business, operating results, cash flows and financial condition
may be adversely affected. The occurrence or perception of an economic slowdown or recession, or of a further increase in inflation, may
have a negative impact on the global economy and may reduce customer demand for our products and services.

 In addition, macroeconomic effects such as changes
in interest rates, potential tariffs, and other measures taken by central banks and other policy makers could have a negative effect on
overall economic activity that could reduce our customers' demand for our products and services. Changing interest rates may have
unpredictable effects on markets, may result in heightened market volatility and may detract from our performance to the extent we are
exposed to such interest rates and/or volatility. An adjustment in rates would impact our variable rate debt. If interest rates increase
or remain elevated, we could face higher debt service requirements, which would adversely affect our cash flow and could adversely impact
our results of operations. If we are unable to generate sufficient cash flow to service our debt or to fund our other liquidity needs,
we could need to restructure or refinance all or a portion of our debt. Any refinancing of indebtedness could be at higher interest rates,
thereby resulting in an overall increase in interest expense.

 Adverse changes in demand could impact our business,
collection of accounts receivable and our expected cash flow generation, which may adversely impact our financial condition and results
of operations.

 Impairment
charges for goodwill or other long-lived assets may need to be recognized or increased as we shift our focus away from our non-core businesses,
lose a major customer or experience changes to the regulatory environment affecting pharmaceutical advertising restricting the use of
our technology.

 Annually,
we evaluate goodwill and long-lived assets to determine if impairment has occurred. Additionally, interim reviews are performed whenever
events or changes to the business could indicate possible impairment. The future occurrence of a potential indicator of impairment could
include matters such as (i) a decrease in expected net earnings, (ii) adverse equity market conditions, (iii) a decline in current market
multiples, (iv) a decline in our common stock price, (v) a significant adverse change in legal factors or the general business climate,
and (vi) an adverse action or assessment by a regulator. Any future impairment of our goodwill or long-lived assets could require us to
record an impairment charge, which would negatively impact our results of operations. An impairment could be recorded as a result of changes
in assumptions, estimates or circumstances, some of which are beyond our control. Since a number of factors may influence determinations
of fair value, we are unable to predict whether impairments of goodwill and other long-lived assets will occur in the future, and we can
provide no assurance that continued conditions will not result in future impairments of these assets. For example, our strategic shift
away from non-core business, in 2023, resulted in an impairment of one or more of our long-lived assets and, in 2024, a decline in our
stock price and overall market capitalization resulted in goodwill impairment. See Part II, Item 7. "Management's Discussion
and Analysis of Financial Condition and Results of Operations - Results of Operation of the Years Ended December 31, 2024 and 2023
- Operating Expenses."

 Market
conditions could adversely change and our earnings could decline resulting in charges to impair intangible assets, such as goodwill.

 As a result
of our various acquisitions, the consolidated balance sheet at December 31, 2024 contains
goodwill of approximately $70.9 million and intangible assets, net of approximately $45.5
 million. We evaluate on an ongoing basis whether facts and circumstances indicate any impairment
to the carrying value of indefinite-lived intangible assets such as goodwill. As circumstances after an acquisition can change, we may
not realize the value of these intangible assets. During the year ended December 31, 2024,
we recorded impairment charges, related to goodwill, of approximately $7.5 million. Any future
impairment charges related to our goodwill or long-lived assets could require us to record additional impairment charges, which would
negatively impact our results of operations.

 Geopolitical
events may affect our business and our customer base and have a material adverse impact on our sales and operating results.

 Our results
of operations may be affected by the conditions in the global capital markets and the economy generally, both in the U.S. and elsewhere
in the world. The ongoing war between Russia and Ukraine as well as the conflict between Israel and Hamas have caused uncertainty in the
credit markets and could cause our customers and potential customers to postpone or reduce spending on technology products or services
or put downward pressure on prices, which could have an adverse effect on our business.

 General
Risk Factors

 Our business and growth may suffer if we
are unable to attract and retain members of our senior management team and other key employees.

 Our success has been largely dependent on the
skills, experience and efforts of our senior management team and key employees and the loss of the services of any of our senior management
team or other key employees, without a properly executed transition plan, could have an adverse effect on us. The loss of any member of
our senior management team or any of our other key employees could damage critical customer relationships, result in the loss of vital
knowledge, experience and expertise, lead to an increase in recruitment and training costs, and make it more difficult to successfully
operate our business and execute our business strategy. We may not be able to find qualified potential replacements for these individuals
and the integration of potential replacements may be disruptive to our business. Furthermore, our business also depends on our ability
to attract and retain qualified management, sales and technical personnel. However, competition for these types of employees is intense
due to the limited number of qualified professionals with expertise in our industry. Our ability to meet our business development objectives
will depend in part on our ability to recruit, train, incentivize, and retain top quality people with advanced skills who understand our
industry, technology, and business. Our compensation arrangements, including our equity award programs, are essential to retaining our
senior management team and other key employees, but may not always be successful in attracting new employees or retaining and motivating
our existing key employees for reasons that may include movement in our stock price or our ability to maintain or increase our equity
pool. If we are unable to engage, incentivize, and retain the necessary personnel, our business may be materially and adversely affected.

 The impact and effects of public health
crises, pandemics and epidemics could have a material adverse effect on our business, prospects, financial condition, and operating results.

 The actual or perceived effects of an epidemic,
pandemic, or similar widespread public health concern could negatively affect our business, financial condition, and result of operations.
The extent to which a pandemic, epidemic or outbreak of an infectious disease impacts our operations will depend on future occurrences,
which are highly uncertain and cannot be predicted with confidence, including the duration of any outbreak and the actions to contain
or treat its impact, among others. We are prepared to take steps to modify our business practices and mitigate the impact of the emergence
and spread of new variants and resurgences, or another pandemic or epidemic; however, there can be no assurance that such steps will be
successful, or that our business operations, or the operations of our customers or partners will
not be materially and adversely affected by the consequences of such pandemic or epidemic, which could materially impact our results of
operations, cash flows, and financial condition.

 Risks Relating to Our Common Stock

 If a market for our common stock is not
maintained, shareholders may be unable to sell their shares.

 Our common stock is traded under the symbol "OPRX"
on the Nasdaq Capital Market. We do not currently have a consistent active trading market. There can be no assurance that a consistent
active and liquid trading market will develop or, if developed, that it will be sustained.

 Historically, our securities have been thinly
traded. Accordingly, it may be difficult to sell shares of our common stock without significantly depressing the value of the stock. Unless
we are successful in developing continued investor interest in our stock, sales of our stock could continue to result in major fluctuations
in the price of the stock.

 The market price of our common stock may
be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control.

 Our stock price is subject to a number of factors,
including:

 Technological innovations or new solutions and services by us or our competitors;

 Government regulation of our solutions and services;

 The establishment of partnerships with other healthcare companies;

 Intellectual property disputes;

 Additions or departures of key personnel;

 Sales of our common stock;

 Our ability to execute our business plan;

 Operating results below or exceeding expectations;

 Our operating and financial performance and prospects;

 Loss or addition of any strategic relationship;

 General financial, domestic, international, economic, industry and other market trends or conditions;
and

 Period-to-period fluctuations in our financial results.

 Our stock price may fluctuate widely as a result
of any of the above. In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations
that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect
the market price of our common stock.

 We do not expect to pay dividends in the
foreseeable future and any return on investment may be limited to the value of our common stock.

 We have never declared or paid any cash dividends
on our common stock. We currently intend to retain all available funds and future earnings, if any, to fund our future growth and do not
expect to declare or pay any dividend on shares of our common stock in the foreseeable future. As a result, the success of an investment
in our common stock may depend entirely upon any future appreciation in its value. There is no guarantee that our common stock will appreciate
in value or even maintain the price at which it is purchased.

 Certain provision of our articles of incorporation,
bylaws and Nevada law may discourage takeover attempts and business combinations that shareholders might consider in their best interests.

 The Company is a Nevada corporation. Anti-takeover
provisions in Nevada law and our articles of incorporation and Third Amended and Restated Bylaws (our "bylaws") could make
it more difficult for a third-party to acquire control of us. These provisions could adversely affect the market price of the common stock
and could reduce the amount that shareholders might receive if the Company is sold. For example, our articles of incorporation provides
that the board of directors may issue, without shareholder approval, preferred stock in one or more series, with such voting power, full
or limited, or without voting powers and with such designations, preferences and relative, participating, optional or other special rights,
qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the
issue thereof adopted by the board of directors. Such a series of preferred stock could be designated in connection with the adoption
by the board of directors of a shareholder rights plan. Pursuant to the provisions of Nevada Revised Statutes ("NRS") §78.195(5),
Nevada corporations are generally permitted to adopt shareholder rights plans without shareholder approval. In addition, our bylaws require
shareholders to provide proper and timely advance notice of their intent to bring director nominations or other business before an annual
meeting of shareholders, provide that the Company's secretary is only required to call shareholder requested special meetings upon
the written request of shareholders who together own of record not less than 50.1% of the capital stock of the Company issued and outstanding
and entitled to vote at such meeting, shareholders cannot act by written consent and that directors may be removed by shareholders only
with the approval of the holders of not less than two-thirds of the voting power of the issued and outstanding stock entitled to vote
at an annual or special meeting of the shareholders.

 Nevada has a business combination law (NRS §78.411 through §78.444,
inclusive) which prohibits certain business combinations between certain Nevada corporations and any person deemed to be an "interested
stockholders" for two years after the "interested stockholder" first becomes an "interested stockholder,"
unless our Board approves the combination in advance or thereafter by both the Board and 60% of the disinterested stockholders. For purposes
of Nevada law, an "interested stockholder" is any person who is (i) the beneficial owner, directly or indirectly, of ten percent
or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation
and at any time within the two previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power
of the then outstanding shares of the corporation. The definition of the term "business combination" is sufficiently broad
to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation's assets to finance the
acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders. This law
generally applies to Nevada corporations with 200 or more stockholders of record. The effect of Nevada's business combination law
is to potentially discourage parties interested in taking control of us from doing so if it cannot obtain the approval of our Board. Pursuant
to NRS 78.434, a Nevada corporation may elect in its articles of incorporation not to be governed by these particular laws, but if such
election is not made in the corporation's original articles of incorporation, the amendment (1) must be approved by the affirmative
vote of the holders of stock representing a majority of the outstanding voting power of the corporation not beneficially owned by interested
stockholders or their affiliates and associates, and (2) is not effective until 18 months after the vote approving the amendment
and does not apply to any combination with a person who first became an interested stockholder on or before the effective date of the
amendment. We have not made such an election in our original articles of incorporation, and we have not amended our articles of incorporation
to so elect. The NRS also contains provisions governing the acquisition of a controlling interest in certain Nevada corporations. Nevada's
"acquisition of controlling interest" statutes (NRS §78.378 through §78.3793, inclusive) govern the acquisition
of a controlling interest in certain Nevada corporations. These "control share" laws provide generally that any person that
acquires a "controlling interest" in certain Nevada corporations may be denied voting rights, unless a majority of the disinterested
stockholders of the corporation elects to restore such voting rights. These laws will apply to us as of a particular date if we were to
have 200 or more stockholders of record (at least 100 of whom have addresses in Nevada appearing on our stock ledger at all times during
the 90 days immediately preceding that date) and do business in the State of Nevada directly or through an affiliated corporation,
unless our articles of incorporation or bylaws in effect on the tenth day after the acquisition of a controlling interest provide otherwise.
These laws provide that a person acquires a "controlling interest" whenever a person acquires shares of a subject corporation
that, but for the application of these provisions of the NRS, would enable that person to exercise (1) one-fifth or more, but less
than one-third, (2) one-third or more, but less than a majority or (3) a majority or more, of all of the voting power of the
corporation in the election of directors. Once an acquirer crosses one of these thresholds, shares which it acquired in the transaction
taking it over the threshold and within the 90 days immediately preceding the date when the acquiring person acquired or offered
to acquire a controlling interest become "control shares" to which the voting restrictions described above apply. These laws
may have a chilling effect on certain transactions if our articles of incorporation or bylaws are not amended to provide that these provisions
do not apply to us or to an acquisition of a controlling interest, or if our disinterested stockholders do not confer voting rights in
the control shares.

 In addition, Nevada law also provides that directors
may resist a change or potential change in control of the corporation if the board of directors determines that the change or potential
change is opposed to or not in the best interest of the corporation upon consideration of any relevant facts, circumstances, contingencies
or constituencies.

 Actions of activist stockholders could be
disruptive and costly and could adversely affect our results of operations, financial condition, and/or share price.

 While we strive to maintain constructive communications
with our stockholders, we may, from time to time, be subject to demands from activist stockholders. Any activist campaign against the
Company that contests, conflicts with, or seeks to change, our board composition, leadership, strategic direction, or business mix could
have an adverse effect on us because: (i) responding to actions by activist stockholders could disrupt our operations, be costly or time-consuming,
or divert the attention of our board of directors and senior management from their regular duties, which could adversely affect our results
of operations or financial condition; (ii) perceived uncertainties as to our future direction, including as a result of possible changes
to the composition of our board, may lead to the perception of a change in the direction of the business or lack of continuity, any of
which may be exploited by our competitors, cause concern to our customers, employees, and/or business partners and result in the loss
of potential business opportunities, or make it more difficult to attract and retain qualified personnel and business partners, and may
adversely affect our relationships with vendors, customers, business partners, and other third parties; (iii) these types of actions could
cause significant fluctuations in our share price based on temporary or speculative market perceptions or other factors that do not necessarily
reflect the underlying fundamentals and prospects of our business; and (iv) if individuals are elected to our board of directors with
a specific agenda, it may adversely affect our ability to effectively implement our business strategy and create additional value for
our stockholders.

 Risks Related to Being a Public Company

 We
have identified a material weakness in our internal control over financial reporting. Failure to remediate the material weakness or
any other material weaknesses that we identify in the future could result in material misstatements in our future financial
statements.

 Pursuant to Section 404 of the Sarbanes-Oxley
Act of 2002, as amended, our management is required to report on the effectiveness of our internal control over financial reporting. The
rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and
require significant documentation, testing and possible remediation. Annually, we perform activities that include reviewing, documenting
and testing our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over
financial reporting, we will not be able to conclude on an ongoing basis that we have effective internal control over financial reporting
in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. If we fail to achieve and maintain an effective internal control environment,
we could suffer misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors
to lose confidence in our reported financial information. This could result in significant expenses to remediate any internal control
deficiencies and lead to a decline in our stock price.

 The Company has identified a material weakness
in the Company's internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies,
in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's
annual or interim financial statements will not be prevented or detected on a timely basis. To address
such material weakness in the Company's internal control over financial reporting, the Company performed additional analyses and
other procedures to prepare the audited consolidated financial statements in accordance with generally accepted accounting principles
( " GAAP "). Accordingly, management
believes that the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects,
our financial condition, results of operations and cash flows for the periods presented. For further discussion of the material
weaknesses, see Item 9A, Controls and Procedures.

 We cannot provide assurance that we have identified
all, or that we will not in the future have additional, material weaknesses in our internal control over financial reporting. As a result,
we may be required to implement further remedial measures and to design enhanced processes and controls to address deficiencies. If we
do not effectively remediate the material weakness identified by management and maintain adequate internal controls over financial reporting
in the future, we may not be able to prepare reliable financial reports and comply with our reporting obligations under the Exchange Act
on a timely basis. Any such delays in the preparation of financial reports and the filing of our periodic reports may result in a loss
of public confidence in the reliability of our financial statements, which, in turn, could materially adversely affect our business, the
market value of our common stock and our access to capital markets.

 Conflicting views on environmental, social
and governance matters may have a negative impact on our business, impose additional costs on us, and expose us to additional risks.

 Certain stakeholders have pressured companies
on initiatives relating to environmental, social and governance (ESG) matters, including environmental stewardship, social responsibility,
and corporate governance. Organizations that provide information to investors on corporate governance and related matters have developed
ratings processes for evaluating companies on their approach to ESG matters, which in turn, are used by some investors to inform their
investment and voting decisions. Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our
public statements, comply with federal, state or international ESG laws and regulations, or meet evolving and varied stakeholder expectations
and standards could result in reputational harm, loss of investor confidence, legal and regulatory proceedings against us and materially
affect our business, reputation, results of operations, financial condition and stock price.

 In recent years, "anti-ESG" sentiment
has gained momentum across the United States, with several states and the federal government having proposed or enacted anti-ESG policies,
legislation or initiatives, or issued related legal opinions. Additionally, the current Executive Branch administration's initiatives
and executive actions surrounding ESG and diversity, equity, and inclusion matters (DEI) may conflict with our stakeholder initiatives
on such matters, which may cause us to experience conflicts between governmental regulations and stakeholder expectations which could
impose additional costs on our business and negatively impact investor sentiment. The current Executive Branch administration also recently
issued an executive order opposing DEI initiatives in the private sector. Such anti-ESG and anti-DEI-related policies, legislation, initiatives,
litigation, legal opinions and scrutiny could result in us facing additional compliance obligations, becoming the subject of investigations,
enforcement actions or litigation, sustaining reputational harm, and/or requiring certain investors to divest, or discouraging certain
investors from investing in the Company.

 Item 1B. Unresolved Staff Comments

 None.

 Item 1C. Cybersecurity

 Risk Management and Strategy

 Our information security and risk management program
is designed to identify, assess, and manage material risks from cybersecurity threats to our applications, computer networks, third-party
hosted services, communications systems, hardware and software, and our critical data, including intellectual property, confidential information
that is proprietary, strategic or competitive in nature, personal information, or protected health information (PHI) (collectively, "Information
Systems").

 Our information security program's basis
is a comprehensive set of policies and procedures covering various information security domains (collectively, "Information Security
Policy"), including, but not limited to:

 Access control,

 Endpoint protection,

 Third-party oversight,

 Education, training, and awareness,

 Network security,

 Risk management,

 Incident response,

 Business continuity and disaster recovery,

 Data protection and privacy, and

 Other security domains.

 Our risk management process is based on a standard
methodology, and risks are identified based on:

 Annual risk assessments,

 Information on past incidents,

 Internal audits,

 Security penetration tests, and

 Other security assessments.

 All risks are documented in a central Risk Register
and tracked for mitigation and other treatment decisions.

 Our information security program is audited annually
against a well-known security framework, by an accredited third-party. In 2024, we allowed our HITRUST certification to lapse and we replaced
it with System and Organization Controls (SOC) 2 assessment, which has more general applicability and covers the trust services criteria
of security, confidentiality, privacy, and accessibility.

 In 2024
we stored certain PHI on behalf of customers on secure AWS managed servers in the contiguous United States, encrypted at rest and in transit.
End users did not have permission to access PHI unless the end user's account had the proper end user role permissions (e.g., HCPs
or hub service providers). These end user roles were assigned according to the customer's needs to see the information. At all times,
such information was segregated so that one customer could not access records containing PHI that were associated with another customer.

 Our external audits and assessments identify and
evaluate material risks from cybersecurity threats against our overall business objectives on a periodic basis and form the basis of internal
reports, which can be shared with the management team, the Audit Committee of the Board of Directors, and the Board of Directors to evaluate
our overall enterprise risk.

 Our incident response program consists of an Incident
Response Plan document and a cross-functional Incident Response Team, which are defined in our Information Security Policies. All workforce
members are trained on incident reporting procedures, and there is a single point of contact for reporting all incidents. Incident response
training is conducted annually, followed by a tabletop exercise. Our Incident Response Plan instructs personnel on how to notify our Incident
Response Team in case of an incident. The VP of Information Security is the point person for incident responses and coordinates mitigation
and remediation of cybersecurity incidents. We log all incidents and response plans for purposes of internal documentation. We report
critical incidents to the management team, the Audit Committee, and the Board of Directors.

 The Company's VP of Information Security
is responsible for implementing the Information Security Policy on a day-to-day basis along with the Security Committee (as defined in
the Information Security Policy), which includes the heads of the following departments, at a minimum: Information Security, Technology,
Compliance, Product Management, Internal Audit, and Legal.

 We use third-party service providers to perform
a variety of functions throughout our business, including, but not limited to infrastructure support and maintenance, CRM, contract management,
data hosting, and miscellaneous finance and accounting projects. We assess our vendors with respect to cybersecurity risk according to
the services provided, the sensitivity of the Information Systems at issue, and the provider's identity. In appropriate cases, we will
seek enhanced contractual obligations or guarantees related to cybersecurity on the service provider. Vendor risk assessments are performed
before each vendor is engaged, and annual reviews are conducted to ensure vendors continue to meet security requirements.

 We also maintain technical errors and omissions
insurance which includes a cyber incident endorsement of up to $20 million. This endorsement provides coverage for Network Security and
Privacy, Privacy Regulation Proceeding, Privacy Event Expense Reimbursement, Extortion Demand Reimbursement, Data Restoration, Network
Restoration, Business Interruption and System Failure. This coverage reimburses the most common costs for information security incidents,
including attorney's fees, consumer notification costs, and regulatory fines.

 To our knowledge, during 2024, there were no material
cybersecurity incidents or threats that materially affected or are reasonably likely to materially affect the Company's business
strategy, results of operations, or financial condition.

 For more information on risks from cybersecurity
threats that may materially affect the Company, see Item 1A. "Risk Factors".

 Governance

 The Board of Directors' oversight function
includes cybersecurity risk management. The Board of Directors has three members with skills and experience in information security and
cybersecurity through their experience as current and former executives of digital technology companies.

 The Board of Directors has tasked the Audit Committee
with overseeing the Company's cybersecurity risk management processes and determining which threats are likely to impact the Company's
strategy, business operations, and financial condition.

 Pursuant to its charter, the Audit Committee of
the Board of Directors reviews the Company's policies regarding information technology security and protection from cyber risks.
In particular, the Audit Committee reviews with management the Company's key IT Systems and evaluates the adequacy of the Company's
information security program, compliance, and controls.

 Our cybersecurity risk assessment and management
processes are implemented and maintained by our VP of Information Security and the Security Committee. For strategic decisions regarding
cybersecurity, the VP of Information Security consults with the Chief Technology Officer, the Chief Financial Officer, the Chief Legal
Officer, and the VP of Compliance.

 The VP of Information Security is responsible
for hiring appropriate personnel, performing vendor risk assessments, and communicating information security priorities to relevant personnel,
so that we can build cybersecurity risk considerations into our business practices. The VP of Information Security also plans related
budgets, designs cybersecurity processes, and reviews security assessments and related reports.

 Item 2. Properties

 Currently, we do not own any real estate. As of
December 31, 2024, we have operating leases for office space in four multi-tenant facilities. The leases include office spaces in
Waltham, Massachusetts; Clarkston, Michigan; Scottsdale, Arizona and Zagreb, Croatia. Our principal executive offices are located at 260
Charles Street, Waltham, Massachusetts 02453.

 The lease in Waltham, Massachusetts expires July
31, 2026 and has a monthly rent with escalating payments of $5,778 to $6,848. The lease in Clarkston, Michigan expires November 30, 2025,
with a three-year renewal option through 2028, and has a monthly rent of $2,445. The lease in Scottsdale, Arizona expires April 30, 2025,
and has a monthly base rent with escalating payments of $9,304 to $9,727. On February 19, 2025, the Company entered into a new lease in
Scottsdale, Arizona with the current landlord for reduced space and monthly rent, with escalating payments of $7,870 to $8,453 over three
years, expiring on July 31, 2028. The Company entered into a lease for new office space in Zagreb, Croatia on July 1, 2023, which expires
on June 30, 2029, but which grants the tenant the option to terminate the lease with 30-day notice before each lease anniversary, and
has a monthly rent of approximately $3,111. The former lease in Zagreb, Croatia, with a monthly rent of approximately $1,883 was terminated
effective June 30, 2023.

 Item 3. Legal Proceedings

 From time
to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We
are currently not a party to any material legal or administrative proceedings, and we are not aware of any pending or threatened material
legal or administrative proceedings against us.

 Item 4. Mine Safety Disclosures

 Not applicable.

 Item 4.1 Information About Our Executive Officers

 The following information sets forth the names,
ages, and positions of our executive officers as of March 20, 2025.

 Name

 Age

 Positions and Offices Held

 Stephen L. Silvestro

 Chief Executive Officer

 Marion Odence-Ford

 General Legal Officer and Chief Human Resources Officer

 Edward Stelmakh

 Chief Financial Officer and Chief Operations Officer

 Doug Besch

 Chief Product Officer and Chief Technology Officer

 Theresa Greco

 Chief Commercial Officer

 Set forth below is a brief description of
the background and business experience of each of our current executive officers.

 Stephen L. Silvestro

 Mr. Silvestro was appointed the Chief Executive
Officer in March 2025. He joined the Company as Chief Commercial Officer in April 2019 and has since served as President from October
2023 until his appointment as interim CEO in January 2025. Prior to joining the Company, Mr. Silvestro was with CCH Tagetik, a Wolters
Kluwer company that provides corporate performance management software solutions for planning, consolidation and reporting, as its Vice
President and General Manager from January 2018 until April 2019. From April 2017 to January 2018, Mr. Silvestro was with Prognos Health,
Inc., a healthcare data and analytics company, as its Chief Commercial Officer and, before that, from September 2007 to April 2017, he
was with Decision Resources Group, a multi-national corporation that provides high value global data solutions, analytics and consulting
services to pharmaceutical, biotech, medical device, healthcare provider and payer, and managed care companies, in various capacities
with him last serving as Executive Vice President, Head of Global Sales.

 Marion Odence-Ford

 Ms. Odence-Ford was named the Chief Legal Officer
and Chief Human Resources Officer effective January 1, 2025. She joined the Company as General Counsel & Chief Compliance Officer
in February 2021. From April 2013 to June 2020, Ms. Odence-Ford was Vice President & Deputy General Counsel at Decision Resources
Group, a multi-national corporation that provides high value global data solutions, analytics and consulting services to pharmaceutical,
biotech, medical device, healthcare provider and payer, and managed care companies. From November 2004 to November 2012, Ms. Odence-Ford
was Vice President & Associate General Counsel at CRA International, Inc. (dba Charles River Associates), a global consulting firm
that offers economic, financial, and strategic expertise to major law firms, corporations, accounting firms, and governments around the
world. From May 2004 to November 2004, Ms. Odence-Ford was a member of the GTC Law Group, LLP, a law firm specializing in the business
affairs of companies in the high tech and biotech industries. Prior to joining the GTC Law Group, Ms. Odence-Ford worked on the legal
teams of Bank of America Corporation/Fleet Boston Financial Corporation from November 2002 to May 2004, and Akamai Technologies, Inc.
from October 1999 to November 2002. Ms. Odence-Ford began her legal career in private practice at Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, PC, where she advised public and private companies on corporate matters.

 Edward Stelmakh

 Mr. Stelmakh joined the Company as Chief Financial
Officer and Chief Operating Officer in October 2021. Prior to joining the Company, Mr. Stelmakh served as Senior Vice President, Chief
Financial Officer and Chief Operating Officer of Otsuka America Pharmaceuticals Inc. ("Otsuka"), a US division of a Japanese
global healthcare enterprise, since April 2020. Previously, he held various positions at Otsuka including Senior Vice President and Chief
Financial Officer (December 2017 – March 2020) and Vice President and Chief Financial Officer (December 2015 – November 2017).
From March 2010 to December 2015, Mr. Stelmakh worked at Covance, a division of LabCorp, Inc., as Vice President, Finance, Clinical Development
and Commercialization Services. Prior thereto, Mr. Stelmakh held a variety of positions of increasing responsibilities at Johnson &
Johnson, Sanofi-Aventis, Organon/Schering-Plough and Mylan.

 Doug Besch

 Dr. Besch was named the Chief Product Officer
and Chief Technology Officer effective January 1, 2025. He joined the Company in May 2021 as SVP Product Strategy & Innovation and
became the Company's Chief Product Officer in October 2022. Prior to joining the Company, from January 2018 to May 2021, Dr. Besch was
the Vice President over Payor and Market Access Solutions for Clarivate (previously Decision Resources Group (DRG)), a multi-national
corporation that provides high value global data solutions, analytics and consulting services to pharmaceutical, biotech, medical device,
healthcare provider and payer, and managed care companies. Prior to Clarivate, from January 2012 to June 2017, Dr. Besch was a co-founder
and the Chief Product Officer for Rx Savings Solution, a company which helps members and payers
reduce prescription drug costs through a combination of clinical technology, transparency, member engagement and concierge support.
Dr. Besch holds a PharmD and MBA from Creighton University and practiced as a pharmacist for the Walgreens Boots Alliance corporation
from 2007 through 2013.

 Theresa Greco

 Ms. Greco joined the Company in October 2023 as
the Company's Chief Commercial Officer with the Company's acquisition of Healthy Offers, Inc. ("Medicx Health"),
where Ms. Greco served as its President since August 2022. Prior to joining Medicx Health, Ms. Greco was at Prognos Health, Inc., a healthcare
data and analytics company, from August 2018 to January 2022 as its Chief Commercial Officer where she led all aspects of product strategy,
marketing, sales, and customer delivery. Prior to Prognos, Ms. Greco held the Chief Commercial Officer position at MediSpend, a global
technology company focused on life sciences compliance solutions. From August 2010 through August 2017, Ms. Greco was with LexisNexis
Healthcare through their acquisition of Health Market Science, where she held a variety of progressive executive positions including in
Customer Success, Product Strategy, Commercial Strategy, and Sales that contributed to revenue growth and profitability that yielded a
successful exit. Ms. Greco led the Life Sciences consulting group providing consultation and technology solutions to life sciences companies
for master data management at Computer Sciences Corporation from April 2008 to August 2010. Prior to 2008, Ms. Greco held various positions
at IQVIA and Pfizer.

 Item 5. Market for Registrant's Common
Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

 Our common stock is traded under the symbol "OPRX"
on the Nasdaq Capital Market. At March 11, 2025, there were approximately 274 shareholders of record of our common stock.

 We currently intend to retain future earnings
for the operation of our business. We have never declared or paid cash dividends on our common stock, and we do not anticipate paying
any cash dividends in the foreseeable future. Any payment of future dividends will be at the discretion of our board of directors and
will depend upon, among other things, our earnings, financial condition, capital requirements, level of indebtedness, and other factors
that our board of directors deems relevant.

 For the information regarding our equity compensation
plans, see PART III, Item 12, "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters."

 Issuer Purchases of Equity Securities

 On March 14, 2023, we announced that our Board
of Directors had authorized the repurchase of up to $15 million of our outstanding common stock. Under this program, share repurchases
may be made from time to time depending on market conditions, share price and availability and other factors at our discretion. No shares
were repurchased under the program during 2024. This stock repurchase authorization expired on March 12,
2024.

 Item 6. Reserved

 Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations

 Overview

 OptimizeRx is a digital healthcare technology
company that connects over two million HCPs and millions of their patients through an intelligent technology platform embedded within
a proprietary omnichannel network. OptimizeRx helps life sciences organizations engage and support their customers through our combined
HCP and DTC marketing strategies.

 OptimizeRx has historically generated revenue
by delivering messages to HCPs via their EHR systems and eRx platforms using our proprietary network of channel partners. We have gradually
expanded our offerings to include audience development, audience creation, and media execution across different messaging types and media
distribution channels.

 Overall, we employ a "land and expand"
strategy focused on growing our existing customer base and generating greater and more consistent revenues in part through a continued
shift in our business model toward enterprise level engagements, while also broadening our platform with innovative proprietary virtual
communication solutions such as our patented Micro-Neighborhood Targeting and our AI-powered DAAP, which uses sophisticated machine-learning
algorithms to find the best audiences in the correct channels at the right time.

 Our strategy for driving revenue growth is also
expected to work in tandem with our efforts to increase margin and profitability as revenue drivers such as DAAP have inherently higher
margins than most other messaging solutions we offer. In addition, by aiming to transition our DAAP customers to a more predictable subscription-based
model for data services, we believe will further improve margins, increase visibility, and enhance the overall predictability of our revenue
streams over time.

 Customer Concentration

 Because the pharmaceutical industry is dominated
by large companies with multiple brands, our revenue is concentrated in a relatively small number of companies. We have approximately
100 pharmaceutical companies as customers, and our revenues are concentrated among the largest pharmaceutical companies in the world.
Loss of one of more of our larger customers could have a negative impact on our operating results. Our top five customers represented
approximately 49% and 44% of our revenue for the years ended December 31, 2024 and December 31, 2023, respectively. In 2024
and 2023, we had two customers and one customer, respectively, that represented more than 10% of our revenues.

 Seasonality

 In general, the pharmaceutical brand marketing
industry spends its advertising budget seasonally. Many pharmaceutical companies allocate the largest portion of their brand marketing
to the fourth quarter of the calendar year. As a result, the first quarter tends to reflect lower activity levels and lower revenue, with
gradual increases in the following quarters. We expect these seasonality trends to continue and our ability to effectively manage our
resources in anticipation of these trends may affect our operating results.

 Impact of Macroeconomic Events

 Unfavorable conditions in the economy may negatively
affect the growth of our business and our results of operations. For example, macroeconomic events including rising inflation and the
U.S. Federal Reserve raising interest rates have led to economic uncertainty in the recent past, and threats of multinational tariffs
and retaliatory tariffs provide uncertainty as to heightened inflation in the domestic markets in the next twelve months. In addition,
high levels of employee turnover across the pharmaceutical industry as well as a fewer number of U.S. drug approvals could create additional
uncertainty within our target customer markets. Historically, during periods of economic uncertainty and downturns, businesses may slow
spending, which may impact our business and our customers' businesses. Adverse changes in demand could impact our business, collection
of accounts receivable and our expected cash flow generation, which may adversely impact our financial condition and results of operations.

 Key Performance Indicators

 We monitor the following key performance indicators
to help us evaluate our business, measure our performance, identify trends affecting our business and make strategic decisions. We have
updated the definition of "top 20 pharmaceutical manufacturers" in our key performance indicators to be based upon Fierce
Pharma's most updated list of "The top 20 pharma companies by 2023 revenue". We previously used "The top 20 pharma
companies by 2022 revenue". As a result of this change, prior periods have been restated for comparative purposes.

 Average revenue per top 20 pharmaceutical manufacturer.
 Average revenue per top 20 pharmaceutical manufacturer is calculated by taking the total revenue the company recognized through pharmaceutical
manufacturers listed in Fierce Pharma's "The top 20 pharma companies by 2023 revenue" over the last twelve months, divided
by the total number of the aforementioned pharmaceutical manufacturers that our solutions helped support over that time period. The Company
uses this metric to monitor its progress in "landing and expanding" with key customers within its largest customer vertical
and believe it also provides investors with a transparent way to chart our progress in penetrating this important customer segment. The
increase in the average in 2024, as compared to 2023, is primarily the result of higher revenue in the Company's top 5 client accounts,
all of which are included in the average revenue per top 20 pharmaceutical manufacturer KPI calculation. The above mentioned top 5 client
accounts averaged $9.0 million in revenue, which was primarily driven by growth in DAAP and omnichannel messaging expansion.

 2024

 2023

 Average revenue per top 20 pharmaceutical manufacturer

 $
 2,933

 $
 2,399

 Percent of top 20 pharmaceutical manufacturers
that are customers. Percent of top 20 pharmaceutical manufacturers that are customers is calculated by taking the number of revenue
generating customers that are pharmaceutical manufacturers listed in Fierce Pharma's "The top 20 pharma companies by 2023
revenue" over the last 12 months, which is then divided by 20 - which is the number of pharmaceutical manufacturers included in
the aforementioned list. The Company uses this metric to monitor its progress in penetrating key customers within its largest customer
vertical and believes it also provides investors with a transparent way to chart our progress in penetrating this important customer segment.

 2024

 2023

 Percent of top 20 pharmaceutical manufacturers that are customers

 %

 %

 Percent of total revenue attributable to top
20 pharmaceutical manufacturers. Percent of total revenue attributable to top 20 pharmaceutical manufacturers is calculated by taking
the total revenue the company recognized through pharmaceutical manufacturers listed in Fierce Pharma's "The top 20 pharma
companies by 2023 revenue" over the last twelve months, divided by our consolidated revenue over the same period. The Company uses
this metric to monitor its progress in "landing and expanding" with key customers within its largest customer vertical and
believes it also provides investors with a transparent way to chart our progress in penetrating this important customer segment. Our revenue
from customers that are not top 20 pharmaceutical manufacturers stayed relatively consistent year over year.

 2024

 2023

 Percent of total revenue attributable to top 20 pharmaceutical manufacturers

 %

 %

 Net revenue retention. Net revenue retention
is a comparison of revenue generated from all customers in the previous twelve-month period to total revenue generated from the same customers
in the following twelve-month period (i.e., excludes new customer relationships for the most recent twelve-month period). The Company
uses this metric to monitor its ability to improve its penetration with existing customers and believes it also provides investors with
a metric to chart our ability to increase our year-over-year penetration and revenue with existing customers. The retention rate in 2024
increased due to increased DAAP related revenue streams from existing clients and full year benefit of the October 2023 acquisition of
Medicx Health.

 2024

 2023

 Net revenue retention

 %

 %

 Revenue per average full-time employee.
We define revenue per average full-time employee as total revenue over the last twelve months divided by the average number of employees
over the last twelve months (i.e., the average between the number of FTEs at the end of the reported period and the number of FTEs at
the end of the same period of the prior year). The Company uses this metric to monitor the productivity of its workforce and its ability
to scale efficiently over time and believes the metric provides investors with a way to chart our productivity and scalability. Our revenue
rate per employee increased year over year due to revenue growing at a higher rate than the average number of FTEs over the last 12 month
period.

 2024

 2023

 Revenue per average full-time employee

 $

 $

 Results of Operations for the Years Ended December 31,
2024 and 2023

 The following table sets forth, for the periods
indicated, the dollar value and percentage of total return represented by certain items in our consolidated statements of operations (in
thousands):

 Years
 Ended December 31,

 (in thousands,
 except percentage data)

 2024

 2023

 Total Net Revenue

 $
 92,127

 100.0
 %

 $
 71,522

 100.0
 %

 Cost of Revenues

 32,749

 35.5
 %

 28,622

 40.0
 %

 Gross margin

 59,378

 64.5
 %

 42,900

 60.0
 %

 Operating expenses

 73,084

 79.3
 %

 69,302

 96.9
 %

 Loss from operations

 (13,706
)

 (14.8
)%

 (26,402
)

 (36.9
)%

 Other (expense) income

 (5,679
)

 (6.2
)%

 1,238

 1.7
 %

 Loss before provision for income taxes

 (19,385
)

 (21.0
)%

 (25,164
)

 (35.2
)%

 (725
)

 (0.8
)%

 7,598

 10.6
 %

 Net loss

 $
 (20,110
)

 (21.8
)%

 $
 (17,566
)

 (24.6
)%

 *

 Balances and percentage of total revenue information may not add due to rounding

 Net Revenue

 Our net revenue increased 29% to $92.1 million
for the year ended December 31, 2024 from $71.5 million for the year ended December 31, 2023. 66% of the $20.6 million year
over year revenue increase resulted from the October 2023 acquisition of Medicx Health, with the remaining increase being primarily due
to increased DAAP related sales as the Company generated 48 DAAP deals in 2024 compared to 24 DAAP deals in 2023. The increase was partially
offset by a reduction of approximately $4.2 million as a result of the disposal of our non-core Access solutions and the sale of certain
non-core solutions-related contracts in the fourth quarter of 2023.

 Cost of Revenues

 Our total cost of revenues, composed primarily
of revenue-share expense paid to our channel partners, increased in the year ended December 31, 2024 compared to the year ended December 31,
2023. Our cost of revenues as a percentage of revenue decreased to approximately 36% in the year ended December 31, 2024 from approximately
40% in the year ended December 31, 2023. This decrease in our cost of revenues as a percentage of revenue resulted primarily due
to favorable network utilization.

 Gross Margin

 Our gross margin, which is the difference between
our revenues and our cost of revenues, increased from 2023 to 2024 and our gross margin percentage increased to 64.5% in 2024 from 60%
in 2023. We had higher revenues in 2024, which increased gross margin. Our gross margin percentage increased for the reasons discussed
above in the cost of revenues section.

 Operating Expenses

 Total operating expenses increased to $73.1 million
for the year ended December 31, 2024, from $69.3 million for the year ended December 31, 2023, an increase of approximately
5%.

 The detail by major category is reflected in the
table below (in thousands).

 Years Ended December 31

 2024

 2023

 Stock-based compensation

 $
 11,467

 $
 13,717

 Depreciation and amortization

 4,329

 2,402

 Impairment charges

 7,489

 6,738

 Loss on disposal of a business

 —

 2,142

 Transaction costs

 4,482

 Other sales, general, and administrative expense

 49,556

 39,821

 Total operating expense

 $
 73,084

 $
 69,302

 Stock-based compensation decreased to $11.5 million
for the year ended December 31, 2024, from $13.7 million for the year ended December 31, 2023 as a result of the lower grant
date fair value of awards due to declines in the Company's stock price partially offset by the acceleration of the market based restricted
stock units for the former CEO which was fully expensed as of December 31, 2024 upon his resignation.

 Depreciation and amortization increased to $4.3
million for the year ended December 31, 2024, from $2.4 million for the year ended December 31, 2023, as a result of the amortization
associated with the identifiable intangibles arising from the Medicx Health acquisition.

 Impairment charges increased to $7.5 million for
the year ended December 31, 2024, from $6.7 million for the year ended December 31, 2023. The impairment charge recorded during
2024 represents a goodwill impairment and represents the amount by which the Company's book value exceeded its estimated fair value.
The impairment charges recorded during 2023 relate to intangible assets, primarily technology and patent and trademarks relating to certain
non-core assets. The Company determined that the carrying value of these long-lived assets was not recoverable on an undiscounted basis
and accordingly, an impairment charge was recognized to the extent fair value exceeds carrying value. The fair value of the assets was
determined based on various estimates and assumptions including internal estimates of cash flows directly attributable to the assets,
the useful life of the assets and residual value, if any.

 The loss on disposal of a business for the year
ended December 31, 2023 is discussed in Part II, Item 8. Financials Statements and Supplementary Data; Note 7 - Goodwill and Intangibles.

 Transaction related costs for the year ended December 31,
2023 arose due to the acquisition of Medicx Health, discussed in Part II, Item 8. Financials Statements and Supplementary Data; Note 3
- Acquisitions.

 Sales general, and administrative expense increased
to $49.6 million for the year ended December 31, 2024, from $39.8 million for the year ended December 31, 2023. There were a
variety of increases, the largest of which was in compensation, which increased by $7.7 million from $24.1 million in 2023 to $31.8 million
in 2024. The increase in 2024 is due to severance expense and the addition of Medicx employees for a full year period increasing compensation
and benefits. This increase was partially offset by savings due to operational synergies generated through the integration of Medicx Health.

 Other income (expense)

 Other income (expense) was comprised of the following:

 Years Ended December 31

 2024

 2023

 Other income (expense)

 Interest expense

 $
 (6,160
)

 $
 (1,454
)

 Other income

 Interest income

 2,192

 $
 (5,679
)

 $
 1,238

 Interest expense increased to $6.2 million for
the year ended December 31, 2024, from $1.5 million for the year ended December 31, 2023. Interest expense represents interest
charges on our Term Loan, which was raised during 2023 to partially fund the acquisition of Medicx Health, together with the amortization
of the related issuance costs, (see Part II, Item 8. Financials Statements and Supplementary Data; Note 12 - Long Term Debt for further
details concerning our Term Loan). The increase year over year is due to 2024 having a full year of interest expense versus three months
of interest expense in 2023.

 Other income in 2023 represents the net proceeds
from the sale of customer assets, primarily contracts, while other income in 2024 relates to benefits from legacy vendor contracts.

 Interest income decreased to $0.3 million for
the year ended December 31, 2024, from $2.2 million for the year ended December 31, 2023. Interest income represents interest
earned on our short-term investments, which were realized during 2023 in order to partially fund the acquisition of Medicx Health. Interest
earned in 2024 reflects the lower average balance on amounts held in short-term investments during that period.

 We recorded an income tax expense of $0.7 million
for the year ended December 31, 2024 compared to an income tax benefit of $7.6 million for the year ended December 31, 2023.
The increase in income tax expense for 2024 compared to 2023 primarily related to having taxable income for the year ended December 31,
2024. The income tax benefit recorded in 2023 represents the partial reversal of our valuation allowance, previously recorded against
the value of our net operating loss ("NOL") carryforwards. In evaluating our ability to recover our deferred tax assets, in
full or in part, we consider all available positive and negative evidence, including our past operating results, the impact of the Medicx
transaction on our consolidated tax returns, and our forecast of future earnings, future taxable income and prudent and feasible tax planning
strategies.

 The assumptions utilized in determining future
taxable income require significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses.
Actual operating results in future years could differ from our current assumptions, judgments and estimates.

 Net Income (Loss)

 We finished the year ended December 31, 2024
with a net loss of $20.1 million, compared to $17.6 million during the year ended December 31, 2023. The reasons for specific components
are discussed above. Overall, we had an increase in revenue and gross margin partially offset by increased operating expenses. In addition,
the loss in both periods included significant noncash items. We had $24.3 million in noncash operating expenses in 2024 compared to $25.9
million in noncash operating expenses in 2023.

 Liquidity and Capital Resources

 Historically, our primary sources of liquidity
have been cash receipts from customers and proceeds from equity offerings. On October 11, 2023, we entered into a financing agreement
that provided for a $40.0 million term loan (the "Term Loan"), the proceeds of which were to fund, in part, the acquisition
of Medicx Health. See Part II, Item 8. Financials Statements and Supplementary Data; Note 12 - Long Term Debt.

 As of December 31, 2024, we had total current
assets of $54.0 million, compared with current liabilities of $18.7 million, resulting in working capital of $35.3 million and a current
ratio of 3 to 1. This compares with a working capital balance of $36.4 million and a current ratio of 3 to 1 at December 31, 2023.
This decrease in working capital, as discussed in more detail below, is primarily the result of a slight increase in our accounts receivable
driven by higher fourth quarter billings, and a slight increase in our accrued expenses due to severance expenses as of December 31, 2024.

 We believe that funds generated from operations,
together with existing cash and cash equivalents, will be sufficient to finance our current operations and planned growth for the next
twelve months. We do not anticipate the need to raise any additional cash to support operations. However, we could require additional
debt or equity financing if we were to make any significant acquisitions for cash during that period. In addition, we believe we can generate
the cash needed to operate beyond the next 12 months from operations.

 Cash Flows

 Following is a table with summary data from the consolidated statement
of cash flows for the years ended December 31, 2024 and 2023, as presented.

 2024

 2023

 Net cash provided by / (used in) operating activities

 $
 4,889

 $
 (7,240
)

 Net cash used in investing activities

 (450
)

 (25,337
)

 Net cash (used in) / provided by financing activities

 (4,911
)

 28,220

 Net decrease in cash and cash equivalents

 $
 (472
)

 $
 (4,357
)

 Our operating activities provided $4.9 million
in the year ended December 31, 2024, as compared with approximately $7.2 million used by operating activities in the year ended December 31,
2023. The net increase in net cash provided by operating activities was mainly attributable to a $6.5 million increase in cash flows from
accounts receivable largely driven by higher fourth quarter billings in fiscal 2024 as compared to fiscal 2023 and a reduction of cash
outflows for deferred tax liabilities. In 2023, as a result of the Medicx Health acquisition, the Company recorded a deferred tax liability
of $7.7 million which was reduced in 2024 for the change in deferred tax liability. This was partially offset by a $2,544 increase in
net loss.

 Investing activities used $0.5 million in 2024,
compared with $25.3 million in 2023. In 2024, we incurred capitalized software development costs of $0.3 million, and purchased $0.1 million
of tangible property, primarily personal computers.

 During 2023, in addition to the cash payment of
$82.9 million related to the acquisition of Medicx Health, we purchased $162.8 million and redeemed $218.7 million in Treasury bills during
2023. We also incurred capitalized software development costs of $0.8 million, and purchased $0.1 million of tangible property, primarily
personal computers and received $2.5 million from the disposal of our Access products (see Part II, Item 8. Financials Statements and
Supplementary Data; Note 7 - Goodwill and Intangibles).

 Financing activities used $4.9 million in 2024,
and provided $28.2 million in 2023. During 2024, in connection with the Term Loan, we have made repayments of approximately $4.0 million.
In addition, during 2024, we paid $0.9 million for employee withholding taxes related to the vesting of restricted stock units.

 During 2023, we raised $40.0 million pursuant
to the Term Loan to partially fund the acquisition of Medicx Health. In connection with the Term Loan, we incurred debt issuance costs
of approximately $2.3 million, and made repayments of approximately $1.7 million. In addition, during 2023, we repurchased 526,999 shares
of common stock for $7.5 million.

 Term Loan

 On October 11, 2023 (the "Loan Date"),
in connection with the acquisition of Medicx Health, we entered into a financing agreement that provided for a $40.0 million term loan.

 The outstanding principal amount of the Term Loan
is repayable in quarterly installments on the last business day of each fiscal quarter commencing on December 31, 2023 in an amount equal
to 1.25% of the principal amount. The outstanding unpaid principal amount of the Term Loan, and all accrued and unpaid interest thereon,
shall be due and payable on the earliest of (i) the fourth anniversary of the closing of the financing agreement and funding of the Term
Loan and (ii) the date on which the Term Loan is declared due and payable pursuant to the terms of the financing agreement. The
Term loan bears interest at a variable rate, which was 13.3% at December 31, 2024.

 We incurred debt issuance costs of approximately
$2.3 million, in connection with this Term Loan and made repayments of approximately $4.0 million and $1.7 million for the year ended
December 31, 2024 and 2023, respectively.

 As of December 31, 2024, total obligations under
the Term Loan were $34.3 million, with $2.0 million of principal payments due over the next twelve months. We are subject to market risks
arising from changes in interest rates which relate primarily to the Term Loan, which is variable rate debt. We estimate our potential
additional interest expense over the next twelve months that would result from a hypothetical, instantaneous and unfavorable change of
100 basis points in the interest rate on our Term Loan would be approximately $0.3 million on a pre-tax basis. See Part II, Item 8. Financials
Statements and Supplementary Data; Note 12 - Long Term Debt for additional information regarding the Term Loan.

 Other Contractual Obligations

 We have obligations under our operating leases
for office space. Total obligations under short and long term operating leases were $0.4 million, with $0.2 million due over the next
twelve months. For details regarding short and long term operating lease liabilities, see Part II, Item 8. Financial Statements and Supplementary
Data; Note 13 – Leases in the Consolidated Financial Statements.

 We have obligations under our former employee
severance agreements. As of December 31, 2024, total obligations under former employee severance agreements were $1.2 million, with $1.0
million due over the next twelve months.

 Off Balance Sheet Arrangements

 From time to time, the Company enters into arrangements
with channel partners to acquire minimum amounts of media, data or messaging capabilities. As of December 31, 2024, the Company had
commitments with channel partners for future minimum payments of $19.7 million that will be reflected in cost of revenues during the years
from 2025 through 2029, with $14.4 million due over the next twelve months. See Part II, Item 8. Financial Statements and Supplementary
Data; Note 16 – Commitments.

 Critical Accounting Estimates

 Our discussion and analysis of our financial condition
and results of operations are based upon the Consolidated Financial Statements, which have been prepared in accordance with U.S. generally
accepted accounting principles. The preparation of these financial statements requires us to make estimates, judgments and assumptions
that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and
expenses during the periods presented. Actual results could differ from those estimates and assumptions. See Part II, Item 8. Financial
Statements and Supplementary Data; Note 2 - Summary of Significant Accounting Policies, for a discussion of significant accounting policies.
Actual results may differ materially from these estimates due to different assumptions or conditions. The following areas all require
the use of subjective or complex judgments, estimates and assumptions:

 Business Combination

 Business combinations are accounted for under
the acquisition method. Assets acquired and liabilities assumed as part of a business acquisition are generally recorded at their estimated
fair value at the date of acquisition. The excess of purchase price over the amount allocated to the assets acquired and liabilities assumed
is recorded as goodwill. In determining the fair value of assets acquired, including intangible assets, the Company uses a variety of
methods. The method used to estimate the fair values of intangible assets incorporates significant estimates and assumptions regarding
the estimates a market participant would make to evaluate an asset, including a market participant's use of the asset, future cash inflows
and outflows, probabilities of success, asset lives and the appropriate discount rates. This judgement and determination affects the amount
of consideration paid that is allocated to assets acquired and liabilities assumed in the business purchase transaction. The Company engages
third-party appraisal firms to assist in determining fair value of assets acquired and liabilities assumed when appropriate.

 During the remeasurement period, which extends
no later than one year from the acquisition date, the Company may record certain adjustments to the carrying value of the assets acquired
and liabilities assumed with a corresponding offset to goodwill.

 Revenue Recognition

 Recognition of revenue requires evidence of a
contract, probable collection of proceeds, and completion of substantially all performance obligations. We use a 5-step model to recognize
revenue: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction
price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when or as the performance
obligations are satisfied.

 Revenues are primarily generated from content
delivery activities in which we deliver financial, clinical, or brand messaging through a distribution network of e-prescribers and electronic
health record technology providers (channel partners), directly to consumers, or from reselling services that complement the business.
This content delivery for a customer is referred to as a program. Unless otherwise specified, revenue is recognized based on the selling
price to customers.

 Our contracts are generally all less than one
year and the primary performance obligation is delivery of messages or other forms of content, but the contract may contain additional
services. Additional services may include program design, which is the design of the content delivery program, set up, and reporting.
We consider set up and reporting services to be complimentary to the primary performance obligation and recognized through performance
of the delivery of content. We consider the design of the programs and related consulting services to be performance obligations separate
from the delivery of messages. Performance obligations which are recognized at a point in time upon delivery to the client include the
development and delivery of NPI target data lists and custom analytic and consulting projects.

 As the content is distributed through the platform
and network of channel partners (a transaction), these transactions are recorded, and revenue is recognized, over time as the distributions
occur. Revenue for transactions can be realized based on a price per message, a price per redemption, as a flat fee occurring over a period
of time, or upon completion of the program, depending on the client contract. We recognize setup fees that are required for integrating
client offerings and campaigns into the rule-based content delivery system and network over the life of the initial program, based either
on time, or units delivered, depending upon which is most appropriate in the specific situation. Should a program be cancelled before
completion, the balance of set up revenue is recognized at the time of cancellation, as set up fees are nonrefundable. Additionally, we
also recognize revenue for providing program performance reporting and maintenance, either by our company directly delivering reports
or by providing access to our online reporting portal that the client can utilize. This reporting revenue is recognized over time as the
messages are delivered. Program design, which is the design of the content delivery program, and related consulting services are recognized
as services are performed.

 In some instances, we license certain of our software
applications in arrangements that do not include other performance obligations. In those instances, we record license revenue when the
software is delivered for use to the license. In instances where our contracts included Software as a Service, the revenue is recognized
over the subscription period as services are delivered to the customer.

 In some instances, we also resell messaging solutions
that are available through channel partners that are complementary to our HCP marketing business and customer base. These channel partner-specific
solutions are frequently similar to our own solutions and revenue recognition for these programs is the same as described above. In instances
where we sell solutions on a commission basis, net revenue is recognized based on the commission-based revenue split that we receive.
In instances where we resell these messaging solutions and have all financial risk and significant operation input and risk, we record
the revenue based on the gross amount sold and the amount paid to the channel partner as a cost of sales.

 Cost of Revenues

 The primary costs of revenue are revenue-share
expense and data acquisition costs. Based on the volume of transactions that are delivered through a channel partner network, we provide
a revenue-share to compensate the channel partner for its or their promotion of the campaign. Revenue-shares are a negotiated percentage
of the transaction fees and can also be specific to special considerations and campaigns. In addition, we pay revenue-share to ConnectiveRx
as a result of a 2014 legal settlement in an amount equal to the greater of 10% of financial messaging distribution revenues generated
through our integrated network, or $0.37 per financial message distributed through our integrated network. As our solution mix has expanded
and our revenues have grown, financial messaging has become a smaller percentage of our revenues and these payments to ConnectiveRx, a
smaller portion of our revenue-share. The contractual amount due to the channel partners is recorded as an expense at the time the message
is distributed. Data acquisition costs consist primarily of the costs to acquire data through flat-fee data licensing agreements. Data
acquisition costs are amortized over the period for which we have access to the data.

 Intangible Assets

 Intangible assets are stated at cost. Finite-lived
assets are being amortized over their estimated useful lives of fifteen to seventeen years for patents, eight years for customer relationships,
fifteen years for tradenames, two to four years for covenants not to compete, and three to ten years for software and websites, all using
the straight-line method.

 Intangible assets are reviewed whenever events
or changes in circumstances indicate that the related carrying amounts may not be recoverable. Impairment of assets with definite-lives
is generally determined by comparing projected undiscounted cash flows expected to be generated by the asset, or asset groups, to its
carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted basis, an impairment
is recognized to the extent fair value exceeds carrying value. Determining the extent of impairment, if any, typically requires various
estimates and assumptions including cash flows directly attributable to the asset, the useful life of the asset and residual value, if
any. When necessary, the Company uses internal cash flow estimates, quoted market prices and appraisals, as appropriate, to determine
fair value. Actual results could vary from these estimates. In addition, the remaining useful life of the impaired asset is revised, if
necessary.

 No events or circumstances were noted that would
be indicative of potential impairment during the year ended December 31, 2024. We recorded impairment charges of $6.7 million against
the value of our intangible assets during the year ended December 31, 2023.

 Assets and liabilities of acquired businesses
are measured at their estimated fair values at the dates of acquisition. The excess of the purchase price over the estimated fair value
of the net assets acquired, including identified intangibles, is recorded as goodwill. The determination and allocation of fair value
to the assets acquired and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management
judgment, including estimates based on historical information, current market data and future expectations.

 We evaluate goodwill for impairment during our
fiscal fourth quarter, or more frequently if an event occurs or circumstances change. Management performs its annual goodwill impairment
test as of December 31. Goodwill is tested for impairment at the reporting unit level.

 An entity is permitted to first assess qualitative
factors to determine if a quantitative impairment test is necessary. If we choose to use qualitative factors and determine that it is
more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment
test would be required. The goodwill impairment test requires the Company to estimate the fair value of the reporting unit and to compare
the fair value of the reporting unit with its carrying amount.

 In estimating the reporting unit's fair
value, the Company performed a valuation analysis, utilizing a discounted cash flow income approach and a guideline public company market
approach. We assigned a probability weighting to each approach of 50%. The determination of the fair value of the reporting unit requires
the Company to make significant estimates and assumptions about the reporting unit's expected future cash flows. These estimates
and assumptions primarily include, but are not limited to, the discount rate, revenue growth rates, operating margins and multiples of
earnings. These estimates and assumptions were determined in connection with support from a third-party valuation specialist. The discount
rate used is based on the estimated weighted-average cost of capital for companies with profiles similar to our profile and based on an
assessment of the risk inherent in those future cash flows. To forecast the reporting unit's cash flows, the Company takes into
consideration economic conditions and trends, historical results and recent performance, estimated future operating results, management's
and a market participant's view of growth rates, management's ability to execute on planned future strategic initiatives and
anticipates future economic conditions. The market approach compares the valuation multiples of similar companies to that of the associated
reporting unit. The Company then reconciles the calculated fair values to its market capitalization. The fair value is then compared to
its carrying value including goodwill. If the fair value is in excess of its carrying value, the related goodwill is not impaired. If
the fair value is less than carrying value, an impairment charge is recognized, equivalent to the amount that the carrying value exceeds
the fair value.

 For both the years
ended December 31, 2024 and 2023, our annual reviews determined there was no impairment as our
single reporting unit had a fair value in excess of its carrying value. For both the years ended December 31, 2024 and 2023, our annual
reviews determined that there was no impairment. It was determined that the Company's single reporting unit was exactly equal to its carrying
value at December 31, 2024. It was determined that the fair value of the Company's single reporting unit was greater than its carrying
value at December 31, 2023.

 During the third quarter of 2024, the Company
experienced a Triggering Event due to a sustained decline in its stock price and overall market capitalization. Accordingly, the Company
conducted a quantitative impairment test of its goodwill at September 30, 2024. The Company estimated the implied fair value of its goodwill
using a combination of a market approach and income approach. A noncash charge of $7.5 million, representing the amount by which the Company's
book value exceeds its estimated fair value, was recorded as a goodwill impairment in the year ended December 31, 2024.

 Assessment
of the potential impairment of goodwill and intangible assets is an integral part of our normal ongoing review of operations. Testing
for potential impairment of these assets is significantly dependent on numerous assumptions and reflects management's best estimates at
a particular point in time. Estimates based on these assumptions may differ significantly from actual results. Changes in factors and
assumptions used in assessing potential impairments can have a significant impact on the existence and magnitude of impairments, as well
as the time in which such impairments are recognized. Any amount of negative change to the above disclosed key assumptions could
result in future impairment to goodwill.

impairment charges may be recognized in future periods to the extent changes in factors or circumstances occur, including deterioration
in the macro-economic environment or in the equity markets, including a decline in the market value of the Company's common shares,
deterioration in its performance or its future projections, or changes in its plans for one or more reporting units.

 Stock-based
Compen sation

 We use the fair value method to account for stock-based
compensation. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over
the period during which services are rendered. The fair value of each award is estimated on the date of each grant.

 For time-based options, fair value is estimated
using the Black-Scholes option pricing model that uses the following assumptions. Estimated volatilities are based on the historical volatility
of our stock over the same period as the expected term of the options. The expected term of options granted represents the period of time
that options granted are expected to be outstanding. We use historical data to estimate option exercise behavior and to determine this
term. The risk-free rate used is based on the U.S. Treasury yield curve in effect at the time of the grant using a time period equal to
the expected option term. We have never paid dividends and do not expect to pay any dividends in the future.

 The Black-Scholes option valuation model and other
existing models were developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully
transferable. These option valuation models require the input of, and are highly sensitive to, subjective assumptions including the expected
stock price volatility. Our stock options have characteristics significantly different from those of traded options, and changes in the
subjective input assumptions could materially affect the fair value estimate.

 For restricted stock units, the fair value is
based on the market value of the Company's common stock on the date of grant. For market based restricted stock units, fair value
is estimated using a Monte Carlo simulation model. This valuation technique includes estimating the movement of stock prices and the effects
of volatility, interest rates and dividends.

 Recently Issued Accounting Pronouncements

 In December 2023, the Financial Accounting Standards
Board ("FASB") issued ASU No. 2023-09 ("ASU 2023-09"), Income Taxes (Topic 740): Improvements to Income Tax Disclosures.
ASU 2023-09 addresses investor requests for more transparency about income tax information through improvements to income tax disclosures
primarily related to the rate reconciliation and income taxes paid information. This update also includes certain other amendments to
improve the effectiveness of income tax disclosures. The provisions of ASU 2023-09 are effective for annual periods beginning after December
15, 2024, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2023-09.

 In November 2024, the FASB issued ASU 2024-03
("ASU 2024-03"), Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).
ASU 2024-03 requires that public business entities disclose additional information about specific expense categories in the notes to financial
statements at interim and annual reporting periods. The prescribed categories include purchases of inventory, employee compensation, depreciation,
intangible asset amortization, and depletion. This authoritative guidance is effective for annual periods beginning after December 15,
2026 and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect
of this new guidance on its consolidated financial statements.

 Item 7A. Quantitative and Qualitative Disclosures
About Market Risk

 We are a smaller reporting company as defined
in Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item 7A.

 Item 8. Financial Statements and Supplementary
Data

 Index to Financial Statements Required by Article
8 of Regulation S-X:

 Audited Financial Statements:

 Report of Independent Registered Public Accounting Firm;

 Consolidated Balance Sheets as of December 31, 2024 and 2023;

 Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023;

 Consolidated Statement of Stockholders' Equity for the Year Ended December 31, 2024;

 Consolidated Statement of Stockholders' Equity for the Year Ended December 31, 2023;

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023; and

 Notes to Consolidated Financial Statements

 Report of
Independent Registered Public Accounting Firm

 To the Stockholders and Board
of Directors of

 OptimizeRx Corporation

 Opinion
on the Financial Statements

 We have
audited the accompanying consolidated balance sheets of OptimizeRx Corporation and Subsidiaries (the "Company") as of December
31, 2024 and 2023, and the related consolidated statements of operations, stockholders' equity and cash flows for the years then
ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and
2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally
accepted in the United Sates of America.

 Basis
for Opinion

 These consolidated
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted
our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits
included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 Critical
Audit Matters

 The critical
audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were
communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to
the consolidated financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of
critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not,
by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures
to which they related.

 F- 1

 To the Stockholders and Board
of Directors of OptimizeRx Corporation

 Page Two

 Critical
Audit Matter - Revenue Recognition

 As disclosed
in Note 2 to the consolidated financial statements, the Company recognizes revenue upon transfer of control of promised products or services
to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services.

 The principal
considerations for our determination that performing procedures relating to revenue recognition is a critical audit matter is that significant
judgment is exercised in determining revenue recognition for customer agreements and includes the following: (1) determining whether services
are considered distinct performance obligations that should be accounted for separately versus together, (2) the pattern and timing of
delivery for each distinct performance obligation, and (3) identification and treatment of contract terms that may impact the timing and
amount of revenue recognized.

 How
the Critical Audit Matter Was Addressed in the Audit

 The audit
procedures we performed to address this critical audit matter included the following: (1) obtaining an understanding of the design and
implementation of controls related to identifying distinct performance obligations, determining the timing of revenue recognition, and
estimating any variable consideration, (2) selecting of a sample of customer agreements and testing management's identification
and treatment of contract terms, (3) testing the mathematical accuracy of management's calculations of revenue and the associated
timing of revenue recognized in the consolidated financial statements, (4) confirming data utilized to recognize revenue with third-party
service providers to ensure completeness and accuracy of the data used to recognize revenue, and (5) confirming with the Company's customers
the contract terms and conditions of agreements and completion of the Company's performance obligations under the contract.

 Critical
Audit Matter – Valuation of Goodwill

 As discussed
in Notes 2 and 7 to the consolidated financial statements, the Company evaluates goodwill for impairment on an annual basis as of December
31 or more frequently if events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The
goodwill balance as of December 31, 2024, was $70.9 million. The Company's goodwill impairment assessment involves comparing the
fair value of each reporting unit to its carrying value. The Company estimates the fair value of its reporting units using a weighting
of fair values derived from the income and market approaches. The determination of fair value using the income approach is based on the
present value of estimated future cash flows, which requires management to make significant estimates and assumptions of revenue growth
rates and operating margins, and selection of the discount rate. The determination of the fair value using the market approach requires
management to make significant assumptions related to market multiples of earnings derived from comparable publicly traded companies with
similar operating and investment characteristics as the reporting unit.

 During the
quarter ended September 30, 2024, the Company identified circumstances that would be indicative of possible impairment and recorded impairment
expense of $7.5 million. Based on the results of the Company's annual impairment testing as of December 31, 2024, no impairment
was recognized as the fair value of the Company's reporting units exceeded their carrying value.

 We identified
the Company's goodwill impairment assessments as a critical audit matter because of the significant estimates and assumptions used
by management to estimate the fair value of the reporting unit. This required a high degree of auditor judgment and an increased extent
of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of
management's estimates and assumptions of future cash flows based on estimates of revenue growth rates and gross profit margins
and selection of the discount rate for the income approach, and multiples of earnings for the market approach.

 F- 2

 To the Stockholders and Board
of Directors of OptimizeRx Corporation

 Page Three

 How
the Critical Audit Matter Was Addressed in the Audit

 Our audit
procedures related to the Company's goodwill impairment assessments included the following, among others:

 (1)
 Obtaining an understanding of the design and implementation of controls
relating to management's assessment of goodwill for potential impairment, including management's controls over forecasts of future
cash flows based upon estimates of revenue growth rates and operating margins and the selection of the discount rate for the income approach,
and determination of multiples of earnings for the market approach.

 (2)
 We evaluated the reasonableness of management's forecasts
of future cash flows based on revenue growth rates and operating margins by comparing the forecasts to historical revenues and operating
margins. We performed procedures to verify the mathematical accuracy of the calculations used by management. Furthermore, we assessed
the appropriateness of the disclosures in the financial statements.

 (3)
 With the assistance of our fair value specialists:

 We evaluated the reasonableness of the valuation methodologies.

 We evaluated the reasonableness of the discount rates used in the
income approach by developing an independent range of estimated discount rates and comparing that range to the discount rate used in the
Company's valuation.

 We evaluated the multiples of earnings used in the market approach,
including testing the underlying source information and mathematical accuracy of the calculations.

 We have
served as the Company's auditor since 2020.

 /s/ UHY LLP

 Sterling Heights, Michigan

 Firm ID # 1195

 F- 3

 Consolidated Balance Sheets

 (in thousands, except share and per share data)

 2024

 2023

 ASSETS

 Current Assets

 Cash and cash equivalents

 $
 13,380

 $
 13,852

 Accounts receivable, net of allowance for credit losses of $ 335 and $ 239 at December 31, 2024 and 2023, respectively

 38,212

 36,253

 Taxes receivable

 —

 1,036

 Prepaid expenses and other

 2,379

 3,190

 Total Current Assets

 53,971

 54,331

 Property and equipment, net

 Other Assets

 70,869

 78,357

 Patent rights, net

 5,517

 6,185

 Technology assets, net

 8,180

 9,013

 Tradename and customer relationships, net

 31,819

 34,198

 Operating lease right-of-use assets

 Security deposits and other assets

 Total Other Assets

 117,047

 128,894

 TOTAL ASSETS

 $
 171,168

 $
 183,374

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities

 Current portion of long-term debt

 $
 2,000

 $
 2,000

 Accounts payable – trade

 2,156

 2,227

 Accrued expenses

 8,486

 7,706

 Revenue share payable

 5,053

 5,506

 Taxes payable

 Current portion of lease liabilities

 Deferred revenue

 Total Current Liabilities

 18,654

 17,882

 Non-current Liabilities

 Long-term debt, net

 30,816

 34,231

 Lease liabilities, net of current portion

 Deferred tax liabilities, net

 4,491

 4,337

 Total Liabilities

 54,170

 56,821

 Commitments and contingencies (See Note 16)

 Stockholders' Equity

 Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, none issued and outstanding at December 31, 2024 and 2023, respectively

 —

 —

 Common stock, $ 0.001 par value, 166,666,667 shares authorized, 20,194,697 and 19,899,679 shares issued at December 31, 2024 and 2023, respectively

 Treasury stock, $ 0.001 par value, 1,741,397 shares purchased at December 31, 2024 and 2023

 ( 2
)

 ( 2
)

 Additional paid-in-capital

 201,348

 190,793

 Accumulated deficit

 ( 84,368
)

 ( 64,258
)

 Total Stockholders' Equity

 116,998

 126,553

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $
 171,168

 $
 183,374

 F- 4

 Consolidated Statements of Operations

 (in thousands, except share and per share data)

 For the
 Year Ended

 2024

 For the
 Year Ended

 2023

 Net revenue

 $
 92,127

 $
 71,522

 Cost of revenues, exclusive of depreciation and amortization presented separately below

 32,749

 28,622

 Gross profit

 59,378

 42,900

 Operating Expenses

 Stock-based compensation

 11,467

 13,717

 Loss on disposal of a business

 —

 2,142

 Impairment charges

 7,489

 6,738

 Depreciation and amortization

 4,329

 2,402

 Other sales, general and administrative expenses

 49,799

 44,303

 Total operating expenses

 73,084

 69,302

 Loss from operations

 ( 13,706
)

 ( 26,402
)

 Other income (expense)

 Interest expense

 ( 6,160
)

 ( 1,454
)

 Other income

 Interest income

 2,192

 Total other income (expense), net

 ( 5,679
)

 1,238

 Loss before provision for income taxes

 ( 19,385
)

 ( 25,164
)

 ( 725
)

 7,598

 Net loss

 $
)

 $
)

 Weighted average number of shares outstanding – basic

 18,292,935

 17,124,801

 Weighted average number of shares outstanding – diluted

 18,292,935

 17,124,801

 Loss per share – basic

 $
 ( 1.10
)

 $
 ( 1.03
)

 Loss per share – diluted

 $
 ( 1.10
)

 $
 ( 1.03
)

 F- 5

 Consolidated Statement of Stockholders'
Equity for the Year

 Ended December 31, 2024

 (in thousands, except share and per share data)

 Additional

 Common Stock

 Treasury Stock

 Paid-in

 Accumulated

 Capital

 Deficit

 Total

 Balance, January 1, 2024

 19,899,679

 $

 ( 1,741,397
)

 $
 ( 2
)

 $
 190,793

 $
 ( 64,258
)

 $
 126,553

 Stock-based compensation expense

 —

 —

 —

 —

 4,783

 —

 4,783

 Restricted stock

 —

 —

 —

 —

 6,683

 —

 6,683

 Issuance of common stock:

 For restricted stock units vested, net of cancelled units

 295,018

 —

 —

 —

 ( 911
)

 —

 ( 911
)

 Net loss for the year

 —

 —

 —

 —

 —

)

)

 Balance, December 31, 2024

 20,194,697

 $

 ( 1,741,397
)

 $
 ( 2
)

 $
 201,348

 $
 ( 84,368
)

 $
 116,998

 F- 6

 Consolidated Statement of Stockholders'
Equity for the Year

 Ended December 31, 2023

 (in thousands, except share and per share data)

 Additional

 Common Stock

 Treasury Stock

 Paid-in

 Accumulated

 Capital

 Deficit

 Total

 Balance, January 1, 2023

 18,288,571

 $

 $
 ( 1,214,398
)

 $
 ( 1
)

 $
 172,786

 $
 ( 46,692
)

 $
 126,111

 Stock-based compensation expense

 —

 —

 —

 —

 5,925

 —

 5,925

 Restricted stock

 —

 —

 —

 —

 7,792

 —

 7,792

 Issuance of common stock:

 For stock options exercised

 24,668

 —

 —

 —

 —

 For acquisition

 1,444,581

 —

 —

 12,090

 —

 12,092

 For restricted stock units vested, net of cancelled units

 141,859

 —

 —

 —

 ( 459
)

 —

 ( 459
)

 Repurchase of common stock

 —

 —

 ( 526,999
)

 ( 1
)

 ( 7,522
)

 —

 ( 7,523
)

 Net loss for the year

 —

 —

 —

 —

 —

)

)

 Balance, December 31, 2023

 19,899,679

 $

 ( 1,741,397
)

 $
 ( 2
)

 $
 190,793

 $
 ( 64,258
)

 $
 126,553

 F- 7

 Consolidated Statements of Cash Flows

 For the
 Year Ended
 2024

 For the
 Year Ended
 2023

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net loss

 $
)

 $
)

 Adjustments to reconcile net loss to net cash provided by / (used in) operating activities:

 Depreciation and amortization

 4,329

 2,402

 Impairment charges

 7,489

 6,738

 Loss on disposal of business

 —

 2,142

 Bad debt expense

 Stock-based compensation

 11,467

 13,717

 Amortization of debt issuance costs

 Change in:

 Accounts receivable

 ( 2,168
)

 ( 8,713
)

 Prepaid expenses and other assets

 ( 573
)

 Accounts payable

 ( 72
)

 ( 1,320
)

 Revenue share payable

 ( 453
)

 1,515

 Accrued expenses and other liabilities

 1,053

 1,303

 Deferred tax liabilities

 1,449

 ( 7,695
)

 Deferred loan fees

 ( 250
)

 —

 Deferred revenue

 ( 67
)

 NET CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES

 4,889

 ( 7,240
)

 CASH FLOWS USED IN INVESTING ACTIVITIES:

 Purchases of property and equipment

 ( 112
)

 ( 87
)

 Proceeds from sale of property and equipment

 —

 Cash paid for acquisitions, net of cash acquired

 —

 ( 82,947
)

 Proceeds from sale of business

 —

 2,540

 Purchase of short-term investments

 —

 ( 162,778
)

 Redemptions of short-term investments

 —

 218,709

 Capitalized software development costs and other

 ( 338
)

 ( 784
)

 NET CASH USED IN INVESTING ACTIVITIES

 ( 450
)

 ( 25,337
)

 CASH FLOWS (USED IN) / PROVIDED BY FINANCING ACTIVITIES:

 Proceeds from long-term debt, net of issuance costs

 —

 37,730

 Repayment of long-term debt

 ( 4,000
)

 ( 1,710
)

 Repurchase of common stock

 —

 ( 7,522
)

 Cash paid for employee withholding taxes related to the vesting of restricted stock units

 ( 911
)

 —

 Proceeds from exercise of stock options, net of cash paid for withholding taxes

 —

 ( 278
)

 NET CASH (USED IN) / PROVIDED BY FINANCING ACTIVITIES

 ( 4,911
)

 28,220

 NET DECREASE IN CASH AND CASH EQUIVALENTS

 ( 472
)

 ( 4,357
)

 CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD

 13,852

 18,209

 CASH AND CASH EQUIVALENTS – END OF PERIOD

 $
 13,380

 $
 13,852

 SUPPLEMENTAL CASH FLOW INFORMATION:

 Cash paid for interest

 $
 6,203

 $
 1,213

 ROU assets obtained in exchange for lease obligations

 $
 —

 $

 Shares issued in connection with acquisition

 $
 —

 $
 12,091

 Cash paid for income taxes

 $

 $

 F- 8

data)

 NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

 OptimizeRx Corporation (the "Company"
or "OptimizeRx") is a digital healthcare technology company that connects over two million HCPs and millions of their patients
through an intelligent technology platform embedded within a proprietary omnichannel network. OptimizeRx helps life science organizations
engage and support their customers through our combined HCP and DTC marketing strategies.

 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

 Basis of Presentation

 The financial statements of the Company have been
prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

 Use of 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 allowance for credit losses, carrying value of assets, fair values
assigned to acquired long-lived assets, depreciable and amortizable lives of tangible and intangible assets, the carrying value of liabilities,
the valuation allowance for deferred tax assets, the timing of revenue recognition and related revenue-share expenses, and inputs used
in the calculation of stock based compensation. Actual results could differ from these estimates.

 Principles of Consolidation

 The financial statements reflect the consolidated
results of OptimizeRx Corporation, a Nevada corporation, and its wholly owned subsidiaries: Healthy Offers, Inc., a Nevada corporation,
and CareSpeak Communications d.o.o., a controlled foreign corporation incorporated in Croatia. Together, these companies are referred
to as "OptimizeRx" and "the Company." All material intercompany transactions have been eliminated.

 Segment Reporting

 We operate in one reportable segment and use consolidated
net income as its measure of segment profit and loss. Overall, our business involves connecting life science companies to patients and
providers. We have a common customer base for all of our solutions, which are primarily all communications with healthcare providers or
patients on behalf of life science customers. Our customers are geographically located in the U.S, although we have one (1) technology
center located internationally. We do not prepare separate internal income statements by solution as our focus is on selling enterprise
arrangements covering multiple solutions that span the entire patient journey with a specific brand.

 The Company's chief operating decision maker
("CODM") is its Chief Executive Officer. The CODM allocates resources and assesses performance of the business and other activities
at the operating segment level. The CODM assesses performance for the operating segment and decides how to allocate resources based on
net income (loss) that is also reported on the Consolidated Statement of Operations as consolidated net income (loss). The measure of
segment assets is reported on the Consolidated Balance Sheets as total assets.

 The CODM uses consolidated net income (loss) to
evaluate income generated in deciding whether to reinvest profits into the segment or to use such profits for other purposes, such as
for acquisitions or share repurchases. Consolidated net income (loss) is used to monitor budget versus actual results. The CODM also uses
consolidated net income (loss) in competitive analyses by benchmarking to the Company's competitors. The competitive analysis along
with the monitoring of budget versus actual results are used in assessing performance of the segment, and in establishing management and
variable compensation. The CODM also regularly reviews the Consolidated Statement of Operations for segment expenses, of which the significant
expenses are related to cost of revenues and compensation, including stock-based compensation and other expenses. Since the Company operates
as one reportable segment, all required segment financial information is found in the consolidated financial statements and notes to the
consolidated financial statements.

 F- 9

data)

 Reclassifications

 Certain items in the previous year financial statements
have been reclassified to match the current year presentation.

 Foreign Currency

 The Company's functional currency is the
U.S. dollar, however it pays certain expenses related to its two foreign subsidiaries in the local currency, which is the shekel for its
subsidiary in Israel and the euro for its Croatian subsidiary. All transactions are recorded at the exchange rate at the time of payment.
If there is a time lag between the time of recording the liability and the time of payment, a gain or loss is recorded in the Consolidated
Statement of Operations due to any fluctuations in the exchange rate.

 Cash and Cash Equivalents

 Cash equivalents include items almost as liquid
as cash comprised of investments in AAA rated money market funds that invest in first-tier only securities, which primarily include domestic
commercial paper and securities issued or guaranteed by the U.S. government or its agencies. We account for marketable equity securities
in accordance with ASC 321-10, "Investments - Equity Securities", as the shares have a readily determinable fair value quoted
on the national stock exchange and are classified within Level 1 of the fair value hierarchy. At December 31, 2024 and 2023, we have
recorded $ 8,300 and none, respectively, of money market funds at approximate fair value.

 Investments

 We account for marketable securities in accordance
with ASC 320, "Investments - Debt Securities", which require that certain debt securities be classified into one of three
categories: held-to-maturity, available-for-sale, or trading securities, and depending upon the classification, value the security at
amortized cost or fair market value.

 Fair Value of Financial Instruments

 Fair value is defined as the price that would
be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement
date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions
that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair
value of liabilities should include consideration of non-performance risk including our own credit risk.

 In addition to defining fair value, the disclosure
requirements around fair value establish a fair value hierarchy for valuation inputs, which is expanded. The hierarchy prioritizes the
inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value
measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value
measurement in its entirety. These levels are:

 Level 1 –

 Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

 Level 2 –

 Inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 Level 3 –

 Inputs are generally unobservable and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. The Company's stock options and warrants are valued using level 3 inputs.

 F- 10

data)

 The Company's carrying amounts of financial instruments
including cash and cash equivalents, accounts receivable, accounts payable, and other current liabilities approximate their fair values
due to their short maturities.

 Accounts Receivable and Allowance for Credit
Losses

 Accounts receivable are reported at realizable
value, net of allowances for credit losses, which is estimated and recorded in the period the related revenue is recorded. The Company
does not seek collateral to secure its accounts receivable and amounts billed are generally due within a short period of time based on
terms and conditions normal for our industry. The Company has a standardized approach to estimate and review the collectability of its
receivables based on a number of factors, including the period they have been outstanding. Historical collection and payer reimbursement
experience is an integral part of the estimation process related to allowances for credit losses. In addition, the Company regularly assesses
the state of its billing operations to identify issues, which may impact the collectability of these receivables or reserve estimates.
If current or expected future economic trends, events, or changes in circumstances indicate that specific receivable balances may be impaired,
further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Past-due receivable
balances are written off when the Company's collection efforts have been exhausted.

 The Company's customers are primarily large
well-capitalized companies, and historically there has been very little bad debt expense. Bad debt expense was $ 208 and $ 666 for the years
ended December 31, 2024 and 2023, respectively. The allowance for credit losses was $ 335 and $ 239 as of December 31, 2024 and
2023, respectively.

 The changes in the allowance for credit losses
in each of the years ended December 31, 2024 and 2023, were as follows:

 2024

 2023

 Balance at beginning of year

 $

 $

 Bad debt expense

 Write-offs

 ( 112
)

 ( 779
)

 Balance at end of year

 $

 $

 From time to time, we may record revenue based
on our revenue recognition policies described below in advance of being able to invoice the customer. Included in accounts receivable
are unbilled amounts of $ 3,241, and $ 6,077, at December 31, 2024 and 2023, respectively.

 Property and Equipment

 Property and equipment are stated at cost and
are being depreciated over their estimated useful lives of three to five years for office equipment and three years for computer equipment
using the straight-line method of depreciation for book purposes. Maintenance and repair charges are expensed as incurred.

 F- 11

data)

 Leases

 Lease-related assets, or Operating lease right-of-use
("ROU") 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. The Company reviews all options
to extend, terminate, or purchase its ROU assets at the commencement of the lease and on an ongoing basis and accounts for these options
when they are reasonably certain of being exercised.

 Operating lease expense is recognized on a straight-line
basis over the lease term, while variable lease payments are expensed as incurred.

 The short-term lease recognition exemption is
applied for leases with terms at commencement of not greater than 12 months.

 Intangible Assets

 Intangible assets are stated at cost. Finite-lived
assets are being amortized over their estimated useful lives of fifteen to seventeen years for patents, eight years for customer relationships,
fifteen years for tradenames, two to four years for covenants not to compete, and three to ten years for software and websites, all using
the straight-line method. These assets are evaluated when there is a triggering event.

 Long-lived assets, such as property and equipment
and amortizing intangible assets are reviewed whenever events or changes in circumstances indicate that the related carrying amounts
may not be recoverable. Impairment of assets with definite-lives is generally determined by comparing projected undiscounted cash flows
expected to be generated by the asset, or asset groups, to its carrying value. If the carrying value of the long-lived asset or asset
group is not recoverable on an undiscounted basis, an impairment is recognized to the extent fair value exceeds carrying value. Determining
the extent of impairment, if any, typically requires various estimates and assumptions including cash flows directly attributable to
the asset, the useful life of the asset and residual value, if any. When necessary, the Company uses internal cash flow estimates, quoted
market prices and appraisals, as appropriate, to determine fair value. Actual results could vary from these estimates. In addition, the
remaining useful life of the impaired asset is revised, if necessary.

 We recorded impairment charges of $ 0 and $ 6,738
against the value of our intangible assets during the years ended December 31, 2024 and 2023, respectively.

 Goodwill represents the excess of the purchase
price over the fair value assigned to the net tangible and identifiable intangible assets of an acquired business.

 Goodwill is assessed for impairment at least annually
as of December 31, of each year, or more frequently if an event occurs or circumstances change that would reduce the fair value of a reporting
unit below its carrying value.

 An entity is permitted to first assess qualitative
factors to determine if a quantitative impairment test is necessary. If we choose to use qualitative factors and determine that it is
more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative goodwill impairment
test would be required. The goodwill impairment test requires the Company to estimate the fair value of the reporting unit and to compare
the fair value of the reporting unit with its carrying amount.

 F- 12

data)

 The fair value of a reporting unit is calculated
using the income approach (including Discounted Cash Flow ("DCF")) and validated using a market approach with the involvement
of a third-party valuation specialist. The income approach uses expected future cash flows for the reporting unit and discounts those
cash flows to present value. Expected future cash flows are estimated using management assumptions of growth rates, including long-term
growth rates, capital expenditures and cost efficiencies. The judgments made in determining the expected future cash flows used to estimate
the fair value can materially impact the Company's financial condition and results of operations. Future acquisitions or divestitures
are not included in the expected future cash flows. The Company uses a discount rate based on a calculated weighted average cost of capital
which is adjusted for company specific risk premiums. The market approach compares the valuation multiples of similar companies to that
of the associated reporting unit. The Company then reconciles the calculated fair values to its market capitalization. The fair value
is then compared to its carrying value including goodwill. If the fair value is in excess of its carrying value, the related goodwill
is not impaired. If the fair value is less than carrying value, an impairment charge is recognized, equivalent to the amount that the
carrying value exceeds the fair value.

 We recorded impairment charges of $ 7,489 and $ 0
against the value of our goodwill during the years ended December 31, 2024 and 2023, respectively.

 Revenue Recognition

 Recognition of revenue requires evidence of a
contract, probable collection of proceeds, and completion of substantially all performance obligations. We use a 5-step model to recognize
revenue. These steps are: identify the contract with a customer, identify the performance obligations in the contract, determine the transaction
price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when or as the performance
obligations are satisfied.

 Revenues are primarily generated from content
delivery activities in which the Company delivers financial, clinical, or brand messaging through a distribution network of ePrescribers
and electronic health record technology providers (channel partners), directly to consumers, or from reselling services that complement
the business. This content delivery for a customer is referred to as a program. Unless otherwise specified, revenue is recognized based
on the selling price to customers.

 The Company's contracts are generally all
less than one year and the primary performance obligation is delivery of messages, or our forms of content, but the contract may contain
additional services. Additional services may include program design, which is the design of the content delivery program, set up, and
reporting. We consider set up and reporting services to be complimentary to the primary performance obligation and recognized through
performance of the delivery of content. We consider the design of the programs and related consulting services to be performance obligations
separate from the delivery of messages. Performance obligations which are recognized at a point in time upon delivery to the client include
the development and delivery of NPI target data lists and custom analytic and consulting projects. The net contract balance for contracts
in progress at December 31, 2024 and 2023 was $ 4.3 million and $ 2.0 million, respectively. The outstanding performance obligations
are expected to be satisfied during the year ended December 31, 2025.

 In certain circumstances, the Company will offer
sales rebates to customers based on spend volume. Rebates are typically contracted based on a quarterly or annual spend amount based on
a volume threshold or tiered model. At the beginning of the year, the rebate percentage is estimated based on input from the sales team
and analysis of prior year sales. Thereafter, the open contract balance for the customer is assessed quarterly to ensure the estimated
rebate percentage being used for the rebate accrual remains reasonable. The estimated amount of variable consideration will be included
in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized
will not occur when the uncertainty associated with the variable consideration is subsequently resolved. For the year ended 2024, there
were two contracts with customers that included a rebate clause.

 F- 13

data)

 As the content is distributed through the platform
and network of channel partners (a transaction), these transactions are recorded, and revenue is recognized over time as the distributions
occur. Revenue for transactions can be realized based on a price per message, a price per redemption, as a flat fee occurring over a period
of time, or upon completion of the program, depending on the client contract. The Company recognizes setup fees that are required for
integrating client offerings and campaigns into the rule-based content delivery system and network over the life of the initial program,
based either on time, or units delivered, depending upon which is most appropriate in the specific situation. Should a program be cancelled
before completion, the balance of set up revenue is recognized at the time of cancellation, as set up fees are nonrefundable. Additionally,
the Company also recognizes revenue for providing program performance reporting and maintenance, either by the Company directly delivering
reports or by providing access to its online reporting portal that the client can utilize. This reporting revenue is recognized over time
as the messages are delivered. Program design, which is the design of the content delivery program, and related consulting services are
recognized as services are performed.

 Disaggregation of Revenue

 Consistent with ASC Topic 606, we have disaggregated
our revenue by timing of revenue recognition. The majority of our revenue is recognized over time as solutions are provided. A small portion
of our revenue related to program development, NPI data lists, and other solutions is recognized at a point in time upon delivery to customers.
 A break down is set forth in the table below.

 2024

 2023

 Revenue recognized over time

 $
 85,469

 $
 63,527

 Revenue recognized at a point in time

 6,658

 7,995

 Total Revenue

 $
 92,127

 $
 71,522

 In some instances, we license certain of our software
applications in arrangements that do not include other performance obligations. In those instances, we record license revenue when the
software is delivered for use to the licensee. In instances where our contracts included Software as a Service, the revenue is recognized
over the subscription period as services are delivered to the customer.

 In some instances, the Company also resells messaging
solutions that are available through channel partners that are complementary to the HCP marketing business and customer base. These partner
specific solutions are frequently similar to our own solutions and revenue recognition for these programs is the same as described above.
In instances where the Company sells solutions on a commission basis, net revenue is recognized based on the commission-based revenue
split that the Company receives. In instances where the Company resells these messaging solutions and has all financial risk and significant
operation input and risk, the Company records the revenue based on the gross amount sold and the amount paid to the channel partner as
a cost of sales. The amount of revenue recognized on a net basis was $ 10,999 and $ 3,471 for the years ended December 31, 2024 and 2023,
respectively.

 Cost of Revenues

 Cost of revenues includes revenue-share expense
and costs associated with licensing data from third parties. Cost of revenues does not include depreciation and amortization which is
listed separately on the statements of operations. Based on the volume of transactions that are delivered through the channel partner
network, the Company provides a revenue-share to compensate the partner, or others, for their promotion of the campaign. Revenue-shares
are a negotiated percentage of the transaction fees and can also be specific to special considerations and campaigns. In addition, we
pay revenue-share to ConnectiveRx as a result of a 2014 legal settlement in an amount equal to the greater of 10 % of financial messaging
distribution revenues generated through our integrated network, or $ 0.37 per financial message distributed through our integrated network.
Data acquisition costs consist primarily of the costs to acquire data through flat-fee data licensing agreements.

 F- 14

data)

 Change in Accounting Estimate

 In accordance with its policy, the Company periodically
reviews the stand-alone selling prices of its performance obligations under ASC 606 for use in allocating the contract prices. As a result,
effective April 1, 2024, the Company updated the methodology for determining the value of program design and consulting services from
the residual method to using an adjusted market assessment approach. The effect of this change in estimate was immaterial to the results
for the year ended December 31, 2024, but may become material in future periods.

 Income Taxes

 Income taxes are computed using the asset and
liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences
between the financial reporting and tax basis of assets and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

 Significant judgments are required in order to
determine the realizability of these deferred tax assets. In assessing the need for a valuation allowance, the Company evaluates all significant
available positive and negative evidence, including historical operating results, estimates of future taxable income and the existence
of prudent and feasible tax planning strategies. Changes in the expectations regarding the realization of deferred tax assets could materially
impact income tax expense in future periods.

 The Company recognizes the tax benefit from uncertain
tax positions if it is more likely than not that the tax positions will be sustained on examination by the tax authorities, based on the
technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50 % likelihood of being
realized upon ultimate settlement. It is the Company's policy to include interest and penalties related to tax positions as a component
of income tax expense.

 Concentration of Credit Risks

 The Company maintains its cash and cash equivalents
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. As of December 31,
2024 and 2023, the Company had $ 12,973 and $ 13,261, respectively, in cash balances in excess of federally insured limits, primarily at
Bank of America.

 Research and Development

 The Company expenses research and development
expenses as incurred. There was no research and development expense for the years ended December 31, 2024 and 2023.

 Advertising Costs

 The Company expenses advertising costs as incurred.
Advertising costs, included in Other general and administrative expenses were $ 1,049 and $ 776, for the years ended December 31, 2024
and 2023, respectively.

 Stock-based Compensation

 The Company uses the fair value method to account
for stock-based compensation. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in
capital over the period during which services are rendered. The fair value of each award is estimated on the date of each grant.

 F- 15

data)

 For restricted stock awards, the fair value is
based on the market value of the Company's common stock on the date of grant. For market based restricted stock units, the fair
value is estimated using a Monte Carlo simulation model. This valuation technique included estimating the movement of stock prices and
the effects of volatility, interest rates and dividends. At the year ended December 31, 2024 there are no market based restricted
stock units outstanding.

 For options, fair value is estimated using the
Black-Scholes option pricing model that uses the following assumptions. Estimated volatilities are based on the historical volatility
of the Company's common stock over the same period as the expected term of the options. The expected term of options granted represents
the period of time that options granted are expected to be outstanding. The Company uses historical data to estimate option exercise behavior
and to determine this term. The risk-free rate used is based on the U.S. Treasury yield curve in effect at the time of the grant using
a time period equal to the expected option term. The Company has never paid dividends and does not expect to pay any dividends in the
future.

 2024

 2023

 Expected dividend yield

 %

 %

 Risk free interest rate

 3.52 % - 4.59
 %

 3.76 % - 4.74
 %

 Expected option term

 3.5 years

 3.5 years

 Turnover/forfeiture rate

 %

 %

 Expected volatility

 66 % - 72
 %

 67 % - 72
 %

 Weighted average grant date fair value

 $
 2.89

 $
 6.58

 The Black-Scholes option valuation model has limitations
on its effectiveness, including that it was developed for use in estimating the fair value of traded options which have no vesting restrictions
and are fully transferable and it requires the use of highly subjective assumptions, such as expected stock price volatility. The Company's
stock options have characteristics significantly different from those of traded options, and changes in the subjective input assumptions
could materially affect the fair value estimate.

 Loss Per Common and Common Equivalent Share

 The computation of basic (loss) earnings per common
share is computed using the weighted average number of common shares outstanding during the year. The computation of diluted (loss) earnings
per common share is based on the basic weighted average number of shares outstanding during the year plus common stock equivalents, which
would arise from the exercise of options and warrants outstanding using the treasury stock method and the average market price per share
during the year. The number of common shares potentially issuable upon the exercise of certain awards that were excluded from the diluted
loss per common share calculation in 2024 and 2023 was 212,798 and 31,727 related to options, and 78,203 and 52,607 related to restricted
stock units, for a total of 291,001 and 84,334, respectively, because they are anti-dilutive, as a result of the net losses incurred in
each of the years ended December 31, 2024 and 2023.

 F- 16

data)

 The computation of weighted average shares outstanding
and the basic and diluted earnings per common share for the years ended December 31, 2024 and 2023 consisted of the following:

 Year ended December 31, 2024

 Net (Loss)

 Per Share

 Basic EPS

 $
)

 18,292,935

 $
 ( 1.10
)

 Effect of dilutive securities

 —

 —

 —

 Diluted EPS

 $
)

 18,292,935

 $
 ( 1.10
)

 Year ended December 31, 2023

 Net Income

 Per Share

 Basic EPS

 $
)

 17,124,801

 $
 ( 1.03
)

 Effect of dilutive securities

 —

 —

 —

 Diluted EPS

 $
)

 17,124,801

 $
 ( 1.03
)

 Recently Issued Accounting Guidance

 ASU Topic 2021-08 Business Combinations (Topic
805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract
liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with
ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. The standard was effective for the Company's fiscal
year beginning January 1, 2023. The adoption of this standard did not have a material effect on our financial position, results of operations,
or cash flows.

 In November 2023, the FASB issued ASU No. 2023-07
("ASU 2023-07"), Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 requires annual
and interim disclosures that are expected to improve reportable segment disclosures, primarily through enhanced disclosures about significant
segment expenses. The standard was effective for the Company's fiscal year beginning January 1, 2024. The requirements of this ASU are
disclosure-related and 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 2023, the FASB issued ASU No. 2023-09
("ASU 2023-09"), Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 addresses investor requests
for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation
and income taxes paid information. This update also includes certain other amendments to improve the effectiveness of income tax disclosures.
The provisions of ASU 2023-09 are effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are
currently evaluating the impact of adopting ASU 2023-09.

 F- 17

data)

 In November 2024, the FASB issued ASU 2024-03
("ASU 2024-03"), Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).
ASU 2024-03 requires that public business entities disclose additional information about specific expense categories in the notes to financial
statements at interim and annual reporting periods. The prescribed categories include purchases of inventory, employee compensation, depreciation,
intangible asset amortization, and depletion. This authoritative guidance is effective for annual periods beginning after December 15,
2026 and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect
of this new guidance on its consolidated financial statements.

 NOTE 3 - ACQUISITIONS

 On October 24, 2023, the Company acquired 100 %
of the issued and outstanding preferred and common stock of Healthy Offers, Inc., a Nevada corporation d/b/a Medicx Health. Medicx Health
is a healthcare consumer-focused omnichannel marketing and analytics company. We completed the acquisition of Medicx Health to enhance
and expand the Company's technology offerings.

 The acquisition date fair value of consideration
transferred was calculated as follows:

 Net cash transferred

 $
 83,888

 Fair value of common stock transferred

 12,091

 Fair value of consideration transferred

 $
 95,979

 The goodwill balance reflects the benefits associated
with future iterations of the technology platforms, new customer relationships anticipated as a result of the transaction and market participant
synergies from economies of scale and is not deductible for tax purposes.

 In addition, the Company is required to remit,
upon collection from the appropriate authorities, approximately $ 1,000 related to certain state and federal income tax receivables which
were included on Medicx Health's balance sheet at the date of acquisition. The Company has recorded $ 1,000 in Taxes receivable, to reflect
the receivables due to the Company and $ 1,000 in Accrued expenses, to reflect the total amount due to the former stockholders of Medicx
Health.

 F- 18

data)

 The following table summarizes the estimated fair
value of assets acquired and liabilities assumed at the acquisition date:

 Assets Acquired

 Cash

 $

 Accounts receivable

 6,028

 Taxes receivable

 1,036

 Prepaid expenses and other

 Property and equipment

 Customer relationships intangible

 34,000

 Trademark and patent intangible

 5,700

 Technology intangibles

 8,300

 Operating lease right-of-use assets

 Deposits

 57,106

 Liabilities Assumed

 Accounts payable

 1,997

 Accrued expenses

 3,849

 Lease liabilities

 Deferred revenue

 Deferred tax liabilities

 12,033

 18,120

 Net assets acquired

 38,986

 56,993

 Fair value of consideration transferred

 $
 95,979

 The Company used a third-party valuation specialist
to value the intangible assets acquired. The identifiable intangibles are being amortized on a straight line basis over the following
estimated useful lives:

 Customer relationship intangible

 15 years

 Trademark and patent intangible

 10 years

 Technology intangibles

 4 to 10 years

 The Company recognized $ 4,272 of acquisition related
costs that were expensed in the current period. These costs are included in the consolidated statement of operations in the line item
entitled "Other sales, general and administrative expenses."

 The results of operations of Medicx Health have
been included in the consolidated statement of operations since the date of acquisition.

 F- 19

data)

 The amounts of revenue and net income of Medicx
Health included in the Company's consolidated statement of operations for the period from the acquisition date until December 31,
2023, are as follows:

 Revenue

 $
 4,546

 Net income

 The following represents the pro-forma consolidated
statement of operations as if Medicx Health had been included in the consolidated results of the Company for the full years ended December
31, 2023:

 Year ended December 31,

 Pro-forma consolidated statement of operations

 2023

 Revenue

 $
 97,066

 Net loss

 ( 18,616
)

 These amounts have been calculated after applying
the Company's accounting policies, adjusting Medicx Health results to reflect the additional amortization that would have been charged
assuming the fair value adjustments to intangible assets had been applied on January 1, 2023, full year interest expense associated with
the Term Loan and elimination of interest income on short-term investments that were used to fund the acquisition, one time transaction
related items, including the amounts incurred by the Company, discussed above and $ 9,600 in transaction related expenses incurred by Medicx
Health.

 During the year ended December 31, 2023, the Company
disposed of its non-core Access business - See Item 8. Financials Statements and Supplementary Data; Note 7 - Goodwill and Intangible
Assets for additional information regarding this transaction. A pro forma statement of operations for the twelve months ended December
31, 2024 is not presented for this transaction as the pro forma impacts were not material to the Company's consolidated results.

 Revenue presented in the pro forma financial consolidated
statement of operations data above includes $ 4,169 for the year ended December 31, 2023, to the Access and other non-core solutions for
which no revenue was recorded in the year ended December 31, 2024 (see also the discussion under Net Revenues in Results of Operations
for the twelve months ended December 31, 2024 in Part I, Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations).

 NOTE 4 - INVESTMENT SECURITIES

 There were no investment securities held at December 31,
2024 and 2023.

 F- 20

data)

 NOTE 5 – PREPAID EXPENSES

 Prepaid expenses consisted of the following as
of December 31, 2024 and 2023:

 2024

 2023

 Revenue share and exclusivity payments

 $
 1,213

 $
 1,495

 Software

 Insurance

 Data

 Other

 Total prepaid expenses

 $
 2,379

 $
 3,190

 NOTE 6 – PROPERTY AND EQUIPMENT

 The Company owned equipment recorded at cost,
which consisted of the following as of December 31, 2024 and 2023:

 2024

 2023

 Computer equipment

 $

 $

 Furniture and fixtures

 Less accumulated depreciation

 Property and equipment, net

 $

 $

 Depreciation expense was $ 111 and $ 100 for the
years ended December 31, 2024 and 2023, respectively.

 NOTE 7 – GOODWILL AND INTANGIBLE ASSETS

 Our goodwill is related to the acquisitions of
Medicx Health in 2023, EvinceMed in 2022, RMDY Health, Inc. in 2019 and CareSpeak Communications in 2018. Goodwill is not amortizable
for financial statement purposes.

 Goodwill is tested for impairment at a reporting
segment level at least annually, as of December 31, or on an interim basis if an event occurs or circumstances change (a "Triggering
Event").

 During the third quarter of 2024, the Company
experienced a Triggering Event due to a sustained decline in its stock price and overall market capitalization. Accordingly, the Company
conducted a quantitative impairment test of its goodwill at September 30, 2024. The Company estimated the implied fair value of its goodwill
using a combination of a market approach and income approach. It was determined that the fair value of the Company's single reporting
unit was less than its carrying value. A noncash charge of $ 7,489, representing the amount by which the Company's book value exceeds
its estimated fair value, was recorded as a goodwill impairment in the year ended December 31, 2024.

 F- 21

data)

 The Company performed the annual goodwill impairment
test as of December 31, 2024. The Company performed its annual goodwill impairment test on a quantitative basis for its single reporting
unit. In estimating the reporting unit's fair value, the Company performed a valuation analysis, utilizing a discounted cash flow
income approach and a guideline public company market approach. We assigned a probability weighting to each approach of 50 %. The determination
of the fair value of the reporting unit requires the Company to make significant estimates and assumptions about the reporting unit's
expected future cash flows. These estimates and assumptions primarily include, but are not limited to, the discount rate, revenue growth
rates, operating margins and multiples of earnings. These estimates and assumptions were determined in connection with support from a
third-party valuation specialist. The discount rate used is based on the estimated weighted-average cost of capital for companies with
profiles similar to our profile and based on an assessment of the risk inherent in those future cash flows. To forecast the reporting
unit's cash flows, the Company takes into consideration economic conditions and trends, historical results and recent performance,
estimated future operating results, management's and a market participant's view of growth rates, management's ability
to execute on planned future strategic initiatives and anticipates future economic conditions. Macroeconomic factors such as changes
in economies, changes in the competitive landscape, changes in government legislation, industry consolidations and other changes beyond
the Company's control could have a positive or negative impact on achieving its targets. Due to the inherent uncertainty involved
in making these estimates, actual results could differ from those estimates. In addition, changes in underlying assumptions, especially
as they relate to the key assumptions detailed, could have a significant impact on the fair value of the reporting unit. The market approach
compares the valuation multiples of similar companies to that of the associated reporting unit. The Company then reconciles the calculated
fair values to its market capitalization. After completing testing, it was determined that the fair value of the Company's single reporting
unit was exactly equal to its carrying value and no further impairment to goodwill was recorded for the year ended December 31, 2024.
Any amount of negative change to the above disclosed key assumptions could result in future impairment to goodwill.

 The fair value of any reporting units, used in
the annual assessments in 2024 and 2023, is classified as Level 3 measurements within the fair value hierarchy due to significant unobservable
inputs, such as discount rates, projections of revenue, cost of revenue and operating expense growth rates, long-term growth rates and
income tax rates.

 Changes in the carrying amount of goodwill on
the consolidated balance sheet consist of the following:

 Balance January 1, 2023

 $
 22,674

 Acquisitions

 56,993

 Disposal of business

 ( 1,310
)

 Impairments

 —

 Balance January 1, 2024

 $
 78,357

 Acquisitions

 —

 Impairments

 ( 7,488
)

 Balance December 31, 2024

 $
 70,869

 During the year ended December 31, 2023, we entered
into various agreements, including a Product License Agreement and Platform Assets Purchase Agreement, with Mercalis, Inc.("Mercalis"),
collectively the "Transaction". Under the terms of the Transaction, Mercalis agreed to purchase certain customer contract
assets and liabilities related to the Company's Access and Patient Engagement technologies. In addition, Mercalis was granted a perpetual
license to the Access products and a non-exclusive two-year term license to the Patient Engagement products. Total consideration due for
the Transaction was $ 3,740 including $ 2,540 related to the Access products.

 F- 22

data)

 The Access products portion of the Transaction
was deemed to be the disposal of a business for accounting purposes and accordingly the Company recorded a loss on disposal of $ 2,142
including the allocation of a portion of the Company's goodwill balance of $ 1,310 and the net book value of the underlying technology
assets of $ 3,328.

 Intangible Assets

 Intangible assets included on the consolidated
balance sheets consist of the following:

 December 31, 2024

 Gross
Carrying

 Accumulated
Amortization

 Net

Average Life
Remaining

 Patent rights

 $
 7,164

 $
 1,647

 $
 5,517

 7.7

 Technology assets

 9,711

 1,531

 8,180

 7.5

 Other intangible assets

 Tradename

 9.7

 Non-compete agreements

 1,093

 1,093

 —

 —

 Customer relationships

 34,923

 3,226

 31,697

 13.6

 Total other

 36,150

 4,331

 31,819

 Total intangible assets

 $
 53,025

 $
 7,509

 $
 45,516

 December 31, 2023

 Gross
Carrying

 Accumulated
Amortization

 Net

Average Life
Remaining

 Patent rights

 $
 7,164

 $

 $
 6,185

 8.8

 Technology assets

 12,388

 3,375

 9,013

 6.6

 Other intangible assets

 Tradename

 —

 10.7

 Non-compete agreements

 1,093

 1,093

 —

 —

 Customer relationships

 34,923

 34,064

 14.6

 Total other

 36,150

 1,952

 34,198

 Total intangible assets

 $
 55,702

 $
 6,306

 $
 49,396

 F- 23

data)

 During the year ended December 31, 2023,
we recorded asset impairment charges of $ 6,738 relating to Technology assets patent rights and tradenames that were not considered to
be core solutions on a go forward basis, resulting in lower projected revenues for these solutions, as well as the outcome of the disposal
of the Access products discussed above.

 Intangibles are being amortized on a straight-line
basis over the following estimated useful lives.

 Patents

 15 – 17 years

 Tradenames

 15 years

 Non-compete agreements

 2 – 4 years

 Customer relationships

 8 years

 Technology assets

 3 – 10 years

 The Company recorded amortization expense of $ 4,218
and $ 2,302 in the years ended December 31, 2024 and 2023, respectively. Expected future amortization expense of the intangibles assets
as of December 31, 2024 is as follows:

 Year ended December 31,

 2025

 $
 4,258

 2026

 4,203

 2027

 3,906

 2028

 3,787

 2029

 3,787

 Thereafter

 25,575

 Total

 $
 45,516

 NOTE 8 – DEFERRED REVENUE

 The Company has several signed contracts with
customers for the distribution of financial messaging, or other services, which include payment in advance. The payments are not recorded
as revenue until the revenue is earned under its revenue recognition policy discussed in Note 2. Deferred revenue was $ 473 and $ 172 as
of December 31, 2024 and 2023, respectively. These contracts are all short term in nature and all revenue is expected to be recognized
within 12 months, or less. Following is a summary of activity in the deferred revenue account for the year ended December 31, 2024.

 Balance January 1, 2024

 $

 Revenue recognized

 ( 18,204
)

 Amount collected

 18,505

 Balance December 31, 2024

 $

 F- 24

data)

 Following is a summary of activity in the deferred
revenue account for the year ended December 31, 2023.

 Balance January 1, 2023

 $

 Revenue recognized

 ( 12,359
)

 Amount collected

 12,291

 Amount acquired

 Balance December 31, 2023

 $

 NOTE 9 – RELATED PARTY TRANSACTIONS

 During the year ended December 31, 2010, the Company
acquired the technical contributions and assignment of all exclusive rights to and for a key patent in process at the time from a former
Chief Executive Officer ("CEO"), in exchange for a total payment in shares of common stock and options valued at $ 930 at the
time of the acquisition and recorded the patent at that cost. That patent remains in Patents on the consolidated balance sheet as of December 31,
2024.

 Jim Lang, one of our Board Members, is the CEO
of Eversana, a leading global provider of services to the life sciences industry. Eversana is similar to other customers we generate revenue
from, such as agencies or resellers. During the years ended December 31, 2024 and 2023, we have recognized $ 375 and $ 336, respectively,
in revenue from contracts engaged with Eversana. These contracts were sourced by Eversana on behalf of life science customers of theirs.
The contracts are at market rates and were generated in the normal course of business.

 William J. Febbo, former Chief Executive Officer
of OptimizeRx was appointed to LifeMD's board of directors during Q2 2023. During the year ended December 31, 2024, there was revenue
in the amount of $ 434 from contracts engaged with LifeMD. The contracts were sourced by LifeMD on behalf of their customers and are at
market rates and generated in the normal course of business.

 NOTE 10 – STOCKHOLDERS' EQUITY

 Preferred Stock

 The Company had 10,000,000 shares of preferred
stock, $ 0.001 par value per share, authorized as of December 31, 2024. No shares were issued or outstanding in either 2023 or 2024.

 Common Stock

 The Company had 166,666,667 shares of common stock,
$ 0.001 par value per share, authorized as of December 31, 2024. There were 18,453,300 and 18,158,282 shares of common stock outstanding,
net of shares held in treasury, at December 31, 2024 and 2023, respectively.

 The Company issued 0 shares of common stock and
received proceeds of $ 0 in 2024 in connection with the exercise of options under our 2013 Equity Incentive Plan. We issued 24,668 shares
of common stock and received proceeds of $ 181 in 2023 in connection with the exercise of options under our 2013 Equity Incentive Plan.

 The Company issued 295,018 shares of common stock
in 2024 and 141,859 shares of common stock in 2023 in connection with the vesting of restricted stock units under our 2013 and 2021 Equity
Incentive Plans. See Note 11, Stock Based Compensation. Some of the participants utilized a net withhold settlement method, in which shares
were surrendered to cover payroll withholding taxes. Of the shares issued to participants during the year ended December 31, 2024
and 2023, respectively, 101,381 and 42,489 shares, valued at $ 911 and $ 459, were surrendered and subsequently cancelled.

 Treasury Stock

 During the quarter ended March 31, 2023, the
Board authorized a share repurchase program, under which the Company could repurchase up to $ 15 million of its outstanding common
stock. This stock repurchase authorization expired on March 12, 2024. There were no shares repurchased
in 2024 prior to the expiration.

 During the year ended December 31, 2023,
the Company repurchased 526,999 shares of our common stock for a total of $ 7,522, including commissions paid on repurchases. The repurchased
shares were recorded as Treasury Shares using the par value method.

 F- 25

data)

 NOTE 11 – STOCK BASED COMPENSATION

 The Company sponsors two stock-based incentive
compensation plans.

 The first plan is known as the 2013 Incentive
Plan (the "2013 Plan") and was established by the Board of Directors of the Company in June 2013. The 2013 Plan, as amended,
authorized the issuance of 3,000,000 shares of Company common stock. The amended plan was approved by shareholders. A total of 234,512
shares of common stock underlying options and 8,000 shares of common stock underlying restricted stock unit awards were outstanding at
December 31, 2024. In connection with the adoption of a new plan in 2021, the Company froze the 2013 Plan. At December 31, 2024,
there were no shares available for grant under the 2013 Plan.

 In 2021, the Company adopted a new plan known
as the 2021 Equity Incentive Plan ("2021 Plan"). The plan was established by the Board of Directors and approved by shareholders
in August 2021. On June 5, 2024, at the 2024 Annual Meeting of Stockholders, the Company's stockholders approved an amendment to the 2021
Equity Incentive Plan to increase the number of shares of common stock available for awards under the 2021 Equity Incentive Plan by 1,950,000
shares for a total of 4,450,000 shares. A total of 1,611,338 shares of common stock underlying options and 686,326 shares of common stock
underlying restricted stock unit awards were outstanding at December 31, 2024. At December 31, 2024, 1,161,064 shares were available
for grant under the 2021 Plan.

 The 2021 Plan allows the Company to grant incentive
stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and
other stock-based awards. Incentive stock options may only be granted to persons who are regular full-time employees of the Company at
the date of the grant of the option. Non-qualified options may be granted to any person, including, but not limited to, directors, officers,
employees and consultants, who the Company's Board or Compensation Committee determines. The exercise price of options granted under
the 2021 Plan must be equal to at least 100 % of the fair market value of our common stock as of the date of the grant of the option. Options
granted under the 2021 Plan are exercisable as determined by the Compensation Committee and specified in the applicable award agreement.
In no event will an option be exercisable after ten years from the date of grant.

 Stock Options

 The compensation cost that has been charged against
income related to options for the years ended December 31, 2024 and 2023, was $ 4,783 and $ 5,925, respectively. No income tax benefit
was recognized in the consolidated statements of income and no compensation was capitalized in any of the years presented. During the
year ended December 31, 2024, we granted certain performance based options, the expense for which will be recorded over time once
the achievement of the performance is deemed probable. There was no expense related to these options recorded during the period. The fair
value of these instruments was calculated using the Black-Scholes option pricing model.

 During 2022,
the Company granted certain performance-based stock options, the expense for which will be recorded over time once the achievement of
the performance is deemed probable. There was $ 25 in expense related to these options recorded during the year ended December 31,
2024.

 The Company had the following option activity
during the year ended December 31, 2024 and 2023:

 Number of

 exercise price

 remaining
 contractual
 life (years)

 Aggregate
 intrinsic
 value $

 Outstanding at January 1, 2023

 1,306,870

 $
 31.14

 426,703

 $
 12.50

 Exercised

 ( 24,668
)

 $
 7.34

 Expired or forfeited

 ( 153,844
)

 $
 30.70

 Outstanding at December 31, 2023

 1,555,061

 $
 26.38

 3.4

 $
 1,046

 716,297

 $
 5.56

 Exercised

 —

 $
 —

 Expired or forfeited

 ( 425,508
)

 $
 26.31

 Outstanding, December 31, 2024

 1,845,850

 $
 18.32

 3.4

 $

 Exercisable, December 31, 2024

 813,397

 $
 30.55

 2.2

 $
 —

 F- 26

data)

 The table below reflects information for the total options outstanding
at December 31, 2024

 Range of Exercise Prices

 Number of

 remaining
 contractual
 life (years)

 exercise price

 $ 4.83 to $ 10.00

 780,600

 4.7

 $
 5.62

 $ 10.00 to $ 20.00

 674,374

 3.0

 $
 14.31

 $ 20.00 to $ 40.00

 105,718

 1.2

 $
 31.82

 $ 40.00 to $ 60.00

 185,957

 1.6

 $
 48.04

 $ 60.00 to $ 96.70

 99,201

 1.7

 $
 75.42

 Total

 1,845,850

 3.4

 $
 18.32

 The table below reflects information for the vested options outstanding
at December 31, 2024.

 Range of Exercise Prices

 Number of

 remaining
 contractual
 life (years)

 exercise price

 $ 4.83 to $ 10.00

 47,761

 2.8

 $
 7.82

 $ 10.00 to $ 20.00

 403,878

 2.8

 $
 14.59

 $ 20.00 to $ 40.00

 98,591

 1.2

 $
 31.90

 $ 40.00 to $ 60.00

 165,345

 1.5

 $
 48.64

 $ 60.00 to $ 96.70

 97,822

 1.7

 $
 75.59

 Total

 813,397

 2.2

 $
 30.55

 A summary of the status of the Company's non-vested options as
of December 31, 2024, and changes during the year ended December 31, 2024, is presented below.

 Nonvested Options

 exercise price

 Nonvested at January 1, 2024

 968,787

 $
 22.03

 716,297

 $
 5.56

 Vested

 ( 417,740
)

 $
 13.46

 Forfeited

 ( 234,981
)

 $
 21.80

 Nonvested at December 31, 2024

 1,032,363

 $
 8.69

 There is $ 3,651 of expense remaining to be recognized
over a period of approximately 2.1 years related to options outstanding at December 31, 2024.

 F- 27

data)

 Restricted Stock Units

 The Company had the following restricted stock
unit ("RSU") activity during the years ended December 31, 2024 and 2023:

 Number of
 RSUs

 grant date
 fair value

 remaining
 contractual
 life (years)

 Outstanding at January 1, 2023

 789,074

 $
 36.95

 383,406

 $
 12.30

 Forfeited

 ( 244,923
)

 $
 58.18

 Vested and issued

 ( 141,859
)

 $
 31.38

 Withheld and cancelled

 ( 42,489
)

 $
 32.47

 Outstanding at December 31, 2023

 743,209

 $
 18.62

 1.7

 545,772

 $
 7.56

 Forfeited

 ( 198,256
)

 $
 17.76

 Vested and issued

 ( 295,018
)

 $
 17.84

 Withheld and cancelled

 ( 101,381
)

 $
 18.03

 Outstanding at December 31, 2024

 694,326

 $
 10.62

 2.1

 The Company granted restricted stock units of
 545,772 and 383,406 units in 2024 and 2023, respectively, and valued at $ 4,128 and $ 4,715, respectively. These restricted stock units
vest over a period of 1 year to 5 years. The Company recognized expense of $ 6,683 and $ 7,792 in 2024 and 2023, respectively, related to
these restricted stock units. A total of $ 5,260 remains to be recognized at December 31, 2024 over a period of 1.88 years.

 In the year ended December 31, 2024, certain
participants utilized a net withhold settlement method, in which shares were surrendered to cover payroll withholding tax. Of the shares
issued to participants during the year ended December 31, 2024 and 2023, respectively, 101,381 and 42,489 shares, valued at $ 911
and $ 459, were surrendered and subsequently cancelled.

 During 2022,
the Company granted certain performance-based restricted stock units, the expense for which will be recorded over time once the achievement
of the performance is deemed probable. There was $ 25 in expense related to these restricted stock units recorded during the year
ended December 31, 2024.

 Non-employee Directors Compensation

 The director's compensation program calls for
the grant of restricted stock units with a one-year vesting period. The Company granted 50,305 restricted stock units, valued at $ 750
granted to the non-employee directors in 2023. These restricted stock units vested in 2024. The Company granted 64,896 restricted stock
units, valued at $ 750 granted to the non-employee directors in 2024 that will vest in 2025, 12 months from the grant dates.

 Equity Award Modification

 On April 16, 2023, the Compensation Committee
approved a grant to the Company's then CEO of 86,685 restricted stock units and 161,698 stock options with a grant date fair value of
$ 2,500 to vest over a three year period. Concurrently, the then CEO forfeited his October 2021 grant of 182,398 market-based restricted
stock units. The forfeiture and accompanying grant was considered an equity modification according to ASC 718, Compensation-Stock Compensation
( "ASC 718"). The additional compensation value created by the termination and issuance of new equity awarded, as measured
using a Monte Carlo simulation, was approximately $ 1,900 in total. Under ASC 718 this results in a non-cash expense in current and future
periods to be recognized over a three-year period. These expense values are reflected and included in the option and restricted stock
expense values discussed above. At December 31, 2024 the remaining expense of $ 1,556 related to the October 2021 grant of market-based
restricted stock units was accelerated upon the departure of the CEO. The expense for unvested stock-options and restricted stock units
related to the April 2023 grant was reversed.

 F- 28

data)

 NOTE 12 – LONG-TERM DEBT

 Long-term debt consisted of the following at December 31,
2024 and 2023:

 2024

 2023

 Term loan, due in 2027

 $
 34,290

 $
 38,290

 Less: current portion of long-term debt

 ( 2,000
)

 ( 2,000
)

 Less: unamortized issuance costs

 ( 1,474
)

 ( 2,059
)

 Long-term debt, net

 $
 30,816

 $
 34,231

 On October 11, 2023, the Company entered into
a Financing Agreement (the "Financing Agreement") which provided for a term loan (the "Term Loan") of $ 40 million,
the net proceeds of which were used to partially finance the Medicx Health transaction described in Note 3 "Acquisitions".
In connection with the Term Loan the Company incurred issuance costs of approximately $ 2,270, which were capitalized and are being amortized
to interest expense over the life of the Term Loan. Amortization of debt issuance costs for the year ended December 31, 2024 and
December 31, 2023 was $ 835 and $ 211, respectively.

 The Company's obligations under the Term Loan
are secured by all of the Company's and its subsidiaries' assets (including a pledge of all of the capital stock and equity interests
of its subsidiaries).

 The Term Loan is repayable in quarterly installments
on the last business day of each fiscal quarter, beginning December 31, 2023, in an amount equivalent to 1.25 %, of the original principal
amount. The outstanding unpaid principal amount and all accrued but unpaid interest thereon, shall be due and payable on the earlier of
(i) the fourth anniversary of the closing date of the Term Loan or (ii) the date on which the Term Loan is declared due and payable pursuant
to the terms of the Financing.

 The Company may prepay, subject to an Applicable
Premium, 3 % if the prepayment is made on a date that is up to and including the first anniversary of closing, 2 %, if the prepayment is
made up to and including the second anniversary, 1 % if the prepayment is made up to and including the third anniversary and zero thereafter,
all or a portion of the Term Loan and, under certain circumstances, including certain asset disposals and the raising of indebtedness
not permitted under the Term Loan is required to make mandatory prepayments of the principal balance. If the prepayment occurs within
12 months of the date of the loan, the Company is also required to pay lost interest from the prepayment date to one year from the loan
funding date.

 In addition, the Company is required to make a
mandatory prepayment on March 31, of each year, commencing with 2025, equivalent to Excess Cash Flow multiplied by a percentage factor
of 25%, if the leverage ratio is 3.60 to 1.00 or less, 50% if the leverage ratio is greater than 3.60 to 1 or less than or equal; to 4.10
to 1.00 and 75%, if the leverage ratio is greater than 4.10 to 1.00. Excess Cash Flow is defined in the Financing Agreement as Consolidated
EBITDA for the previous fiscal year less scheduled principal and interest payments, capital expenditure, cash taxes and any cash expenses/gains
added back to net income in the calculation of Consolidated EBITDA, adjusted for any increase/decrease in working capital during the fiscal
year.

 During the year ended December 31, 2024,
the Company made total principal repayments of $ 4.0 million, including a voluntary prepayment of $ 2.0 million. During the year ended December 31,
2023, the Company made total principal repayments of $ 1.7 million, including a mandatory prepayment of $ 1.2 million as a result of an
asset sale completed during the year.

 At the Company's option the Term Loan, or
any portion thereof bears interest at either:

 a.
 The greater of (a) 4.00 % per annum, (b) the Federal Funds Rate plus 0.50 % per annum, (c) the one month
Secured Overnight Financing Rate ("SOFR"), plus an adjustment of 26.161 basis point and 1.00 % per annum, and (d) the rate
last quoted by The Wall Street Journal as the "Prime Rate", plus an Applicable Margin of 7.5 %; or

 b.
 Three-month SOFR plus an adjustment of 26.161 basis points and an Applicable Margin of 8.5 %

 As of December 31, 2024, the Loan bears interest
at 13.3 % per annum, with the effective interest rate for the year ended December 31, 2024, including the amortization of debt issuance
costs and Applicable Premium and interest penalties of $ 66,804 associated with the prepayment during the year ended December 31,
2024 was 16.5 %.

 F- 29

data)

 The Term Loan requires the Company to maintain
certain maximum leverage ratios and Liquidity (as defined in the Financing Agreement), of at least $ 5.0 million.

 The Company was in compliance with its financial
covenants as of December 31, 2024.

 The Term Loan contains customary events of default,
which include, (subject to, in certain circumstances to grace and cure periods), non-payment of principal and interest, non-compliance
with certain covenants, commencement of bankruptcy proceedings and a change in control.

 Payments due on the Term Loan in each of the next
three years subsequent to December 31, 2024, are as follows:

 For the year ending December 31,

 2025

 2,000

 2026

 2,000

 2027

 30,290

 $
 34,290

 NOTE 13 – LEASES

 In February 2016, the FASB issued new accounting
guidance on leases. The accounting standard, effective January 1, 2019, requires virtually all leases to be recognized on the balance
sheet. Under the guidance, we have elected not to separate lease and non-lease components in recognition of the lease-related assets and
liabilities, as well as the related lease expense.

 We had operating leases with terms greater than
12 months for office space in four multi-tenant facilities, which are recorded as ROU assets and Operating lease liabilities.

 For the years ended December 31, 2024 and
2023, the Company's lease cost consisted of the following components, each of which is included in operating expenses within the
Company's consolidated statements of operations:

 2024

 2023

 Operating lease cost

 $

 $

 Short-term lease cost (1)

 Total lease cost

 $

 $

 (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 December 31, 2024:

 For the year ending December 31,

 2025

 $

 2026

 2027

 2028

 2029

 —

 Total

 Less: present value discount

 Total lease liabilities

 $

 F- 30

data)

 The weighted average remaining lease term for
operating leases is 2.65 and the weighted average discount rate used in calculating the operating lease asset and liability is 7.1 %. Cash
paid for amounts included in the measurement of lease liabilities was $ 227. For the year ended December 31, 2024, payments on lease
obligations were $ 260 and amortization on the right of use assets was $ 237. For the year ended December 31, 2023, payments on lease
obligations were $ 91 and amortization on the right of use assets was $ 95.

 NOTE 14 – MAJOR CUSTOMERS AND VENDORS

 The Company had the following customers that accounted
for 10% or greater of revenue in either 2024 or 2023. No other customers accounted for more than 10% of revenue in either year presented.

 2024

 2023

 $

 %

 $

 %

 Customer A

 15,556

 16.9

 5,825

 8.1

 Customer B

 12,760

 13.9

 10,275

 14.4

 Our accounts receivable included three agencies,
that represented multiple customers, that individually made up more than 10% of our accounts receivable at December 31, 2024 in the
percentages of 32.0 %, 21.1 % and 11.2 %. As of December 31, 2023, our accounts receivable included two agencies, that represented multiple
customers, that individually made up more than 10% of our accounts receivable in the percentages of 28.3 % and 14.1 %.

 The Company generates a portion of its revenues
through its EHR and eRx channel partners. There were three key channel partners and/or vendors through which 10% or greater of its revenue
was generated in either 2024 or 2023 as set forth below. The amounts in the table below reflect the amount of revenue generated through
those channel partners.

 2024

 2023

 $

 %

 $

 %

 Partner A

 26,815

 29.1

 26,035

 36.4

 Partner B

 25,978

 28.2

 13,955

 19.5

 Partner C

 10,999

 11.9

 *

 *

 *
 Less than 10% of revenue

 NOTE 15 – INCOME TAXES

 As of December 31, 2024, the Company had
net operating loss ("NOLs") carry-forwards for federal income tax purposes of approximately $ 11.6 million, consisting of post-2017
losses that will never expire. These net operating losses are available to offset future taxable income. The Company was formed in 2008
as a Nevada Corporation. Activity prior to incorporation is not reflected in the Company's corporate tax returns. 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.

 F- 31

data)

 The provision for Federal income tax consists
of the following for the years ended December 31, 2024 and 2023:

 2024

 2023

 Federal income tax benefit (expense) attributable to:

 Current operations

 $
 4,071

 $
 5,284

 State tax effect, net of federal benefit

 Option exercise benefits (expenses), net of Section 162M limitations

 ( 480
)

 ( 476
)

 Transaction costs

 —

 ( 360
)

 Goodwill impairment

 ( 1,413
)

 —

 Stock compensation

 ( 2,531
)

 ( 2,624
)

 Other adjustments

 ( 204
)

 Valuation allowance

 ( 864
)

 5,160

 $
 ( 725
)

 $
 7,598

 2024

 2023

 Current tax benefit (expense) - Federal

 $
 ( 258
)

 $
 —

 Current tax benefit (expense) - State

 ( 314
)

 ( 97
)

 Total current (expense)

 ( 572
)

 ( 97
)

 Deferred tax (expense) benefit - Federal

 ( 96
)

 6,489

 Deferred tax (expense) benefit - State

 ( 57
)

 1,206

 Total deferred (expense) benefit

 ( 153
)

 7,695

 $
 ( 725
)

 $
 7,598

 The cumulative tax effect of significant items
comprising our net deferred tax amount at the expected rate of 21 % is as follows as of December 31, 2024 and 2023:

 2024

 2023

 Deferred tax assets attributable to:

 Net operating loss carryover

 $
 3,304

 $
 4,864

 Stock compensation

 3,121

 3,744

 Operating lease liability

 Section 174 capitalized expenses

 3,091

 2,533

 Tax credits

 Section 163 (J) interest limitation

 —

 Other

 —

 Deferred tax assets

 $
 11,673

 $
 11,720

 Deferred tax liabilities attributable to:

 Intangibles

 $
 ( 11,760
)

 $
 ( 12,393
)

 Operating lease right-of-use assets

 ( 102
)

 ( 110
)

 Other

 ( 82
)

 ( 198
)

 Deferred tax liabilities

 ( 11,944
)

 ( 12,701
)

 Net deferred tax (liability) asset

 $
 ( 271
)

 $
 ( 981
)

 Valuation allowance

 ( 4,220
)

 ( 3,356
)

 Net deferred tax liabilities

 $
 ( 4,491
)

 $
 ( 4,337
)

 F- 32

data)

 The ultimate realization of deferred tax assets
is dependent upon the Company's ability to generate sufficient taxable income during the periods in which the net operating losses
expire and the temporary differences become deductible. The Company has determined that there is significant uncertainty that the results
of future operations and the reversals of existing taxable temporary differences will generate sufficient taxable income to realize the
deferred tax assets; therefore, a valuation allowance has been recorded. In making this determination, the Company considered historical
levels of income, projections for future periods, and the significant amount of tax deductions to be generated from the future exercise
of stock options.

 The tax years 2021 to 2024 remain open for potential
audit by the Internal Revenue Service. There are no uncertain tax positions as of December 31, 2023 or December 31, 2024, and
none are expected in the next 12 months. The Company's foreign subsidiaries are cost centers that are primarily reimbursed for expenses,
as a result they generate an immaterial amount of income or loss. Pretax book income (loss) is all from domestic operations. Up to four
years of returns remain open for potential audit in foreign jurisdictions, however any audits for periods prior to ownership by the Company
are the responsibility of the previous owners.

 Under certain circumstances issuance of common
shares can result in an ownership change under Internal Revenue Code Section 382, which limits the Company's ability to utilize
carry-forwards from prior to the ownership change. Any such ownership change resulting from stock issuances and redemptions could limit
the Company's ability to utilize any net operating loss carry-forwards or credits generated before this change in ownership. These
limitations can limit both the timing of usage of these laws, as well as the loss of the ability to use these net operating losses. The
Company had an ownership change as described in IRC Section 382 on March 18, 2014. The Company NOL's generated up until March 18, 2014
have been fully released.

 NOTE 16 – COMMITMENTS AND CONTINGENT LIABILITIES

 Legal

 From time to time, the Company may become involved
in legal proceedings or be subject to claims arising in the ordinary course of our business. We
are currently not a party to any material legal or administrative proceedings, and we are not aware of any pending or threatened material
legal or administrative proceedings against us.

 Commitments

 From time to time, the Company enters into arrangements
with channel partners to acquire minimum amounts of media, data or messaging capabilities. As of December 31, 2024, the Company had
commitments with channel partners for future minimum payments of $ 19,737 that will be reflected in cost of revenues during the years from
2025 through 2029. Minimum payments are due in 2025, 2026 and 2027 in the amounts of $ 14,396, $ 3,716 and $ 1,625, respectively.

 NOTE 17 – RETIREMENT PLAN

 The Company sponsors a defined contribution 401(k)
profit sharing plan which was adopted in December 2015, effective in January 2016. Under the terms of the plan, the Company matches 100 %
of the first 3 % of payroll contributed by the employee and 50 % of the next 2 % of payroll contributed by the employee to a maximum of 4 %
of an employee's payroll. There was expense of $ 837 and $ 727 recorded in 2024 and 2023, respectively, for the Company's contributions
to the plan.

 NOTE 18 – SUBSEQUENT EVENTS

 None.

 F- 33

 Item 9. Changes In and Disagreements with Accountants
on Accounting and Financial Disclosure

 None.

 Item 9A. Controls and Procedures

 Evaluation of Disclosure Controls and Procedures.

 We maintain disclosure controls and procedures
designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted under the Exchange Act
is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules
and forms and accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, or persons
performing similar functions, as appropriate to allow timely decisions regarding required disclosures.

 Our management, with the participation of our
Chief Executive Officer and our Chief Financial Officer, conducted an evaluation, as of the end of the period covered by this report,
of the effectiveness of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e). Based on this
evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this
report, due to a material weakness in our internal control over financial reporting, our disclosure controls and procedures, as defined
in Rule 13a-15(e), were not effective at the reasonable assurance level.

 To address
the material weakness referenced above, the Company performed additional analyses and other procedures to prepare the audited consolidated
financial statements in accordance with GAAP. Accordingly, management believes that the consolidated financial statements included in
this Annual Report on Form 10-K fairly present, in all material respects, our financial condition, results of operations and cash flows
for the periods presented.

 On October 24, 2023, we
completed our acquisition of Medicx Health. We have evaluated the existing controls and procedures of Medicx Health and integrated Medicx
Health into our internal control over financial reporting as of December 31, 2024. Refer to Part II, Item 8. Financials Statements and
Supplementary Data; Note 3 – Acquisitions for additional information.

 Management's Report on Internal Control
Over Financial Reporting.

 The Company's management is responsible
for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Internal
control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United
States of America. The Company's internal control over financial reporting includes those policies and procedures that:

 pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

 provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

 provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial
statements.

 Because of its inherent limitations, any system
of internal control over financial reporting, no matter how well defined, may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate. The Company's management, with the participation
of our Chief Executive Officer and our Chief Financial Officer, assessed the effectiveness of the Company's internal control over
financial reporting as of December 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") in Internal Control — Integrated Framework (2013). Based on this assessment
using those criteria, management identified the following material weakness existed as of December 31, 2024: inadequate controls to ensure
that data received from third-party service organizations is complete and accurate. As a result, based on the COSO criteria, the Company's
management has concluded that we did not maintain effective internal control over financial reporting as of December 31, 2024.

 Ongoing Remediation of Previously Identified Material Weakness

 As previously
disclosed, a material weakness in our internal control over financial reporting was identified which related to controls to ensure
that data received from third-party service organizations were complete and accurate.

 Management, with oversight from the Audit Committee
of our Board of Directors, is committed to remediating the material weakness that has been identified and maintaining an effective system
of disclosure controls and procedures. These remediation efforts, summarized below, are intended to both address the identified material
weakness and to enhance our overall financial control environment. Management is in the process of fully implementing process and control
improvements to address the above material weakness identified in 2023 as follows:

 a.
 The Company requires each third-party service organization to provide to us, at least annually, a SOC-1
Type 2 report, with adequate controls to ensure the data we receive are complete and accurate. We rely upon a SOC-1 Type 2 report from
the service organizations attesting to the vendor's internal controls.

 b.
 If a SOC-1 Type 2 report is not available, the Company evaluates each third-party's relevant system(s)
and control environment reporting directly through inquiry and substantive testing of such third-party's control environment to
ensure the data we receive are complete and accurate.

 c.
 If we are unable to obtain a valid SOC-1 Type 2 report or perform substantive testing of such third-party's
control environment, the Company implements a thirty-party qualification and program triaging process, which could include modifying customer
contracts, limiting the volume of activity with those third-parties, and establishing other controls to ensure the completeness and accuracy
of information received from those third-parties, such as performing tagging procedures where possible.

 To further execute on its remediation efforts
of the material weakness, management took the following additional steps:

 d.
 Hired a Senior Vice President of internal controls and engaged a third-party consulting firm.

 e.
 Developed a framework to assess whether data received from third-party service organizations were complete and accurate.

 The material weakness will be considered remediated
when management concludes that, through testing, the applicable remedial controls are designed and implemented effectively.

 When fully implemented and operational, we believe
the measures described above will remediate the material weakness we have identified and strengthen our internal control over financial
reporting. This material weakness will not be considered remediated until the newly implemented internal controls operate for a sufficient
period of time and management has concluded, through testing, that these internal controls are operating effectively. We are working to
have the material weakness remediated as soon as possible.

 We are committed to continuing to improve our
internal control processes and will continue to review and assess our financial reporting controls and procedures on an ongoing basis.
As we continue to evaluate and improve our internal control over financial reporting, our management may determine whether it is appropriate
or necessary to take additional measures.

 Changes in Internal Controls Over Financial
Reporting.

 Other than the changes in connection with our
implementation of the material weakness remediation plan discussed above and the integration of Medicx Health into our internal control
over financial reporting there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act), that occurred during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.

 Item 9B. Other Information

 Director and Executive Officer Trading Arrangements

 During the quarter ended December 31, 2024, no
director or executive officers adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading
arrangement" (as each term is defined in Item 408(a) of Registration S-K).

 Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections.

 None.

 Item 10. Directors, Executive Officers and
Corporate Governance

 Except for the information provided in PART I,
Item 4.1, "Information About Our Executive Officers" and as set forth below, the required information is incorporated by reference
from our definitive proxy statement for our 2025 Annual Meeting of Shareholders, including, but not necessarily limited to, the sections
entitled "Proposal No. 1 Election of Directors, "Committees of the Board of Directors" and "Information Regarding
Security Holders Delinquent Section 16(a) Reports."

 We have a Code of Business Conduct and Ethics
(the "Code") that applies to our directors, officers, and employees. Only the Board may grant a waiver of any provision for
a director, executive officer, or any other principal financial officer, and any such waiver, or any amendment to the Code, will be promptly
disclosed as required at www.optimizerx.com. The Code can be found on the Company's website at www.optimizerx.com
under "Investor Relations - Governance." The information on the website is not and should not be considered part of this Annual
Report on Form 10-K and is not incorporated by reference in this Annual Report on Form 10-K.

 Item 11. Executive Compensation

 The required information is incorporated by reference
from our definitive proxy statement for our 2025 Annual Meeting of Shareholders, including, but not necessarily limited to, the sections
entitled "Director Compensation" and "Executive Compensation".

 Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.

 Except for the information set forth below, the
required information is incorporated by reference from our definitive proxy statement for our 2025 Annual Meeting of Shareholders, including,
but not necessarily limited to, the section entitled "Information Regarding Security Holders."

 Equity Compensation Plan Information

 The following table details information regarding
our existing equity compensation plans as of December 31, 2024:

 Plan Category

 Number
 of securities to be
 issued
 upon exercise of
 outstanding
 options,
 warrants
 and
 rights

 Weighted-
 exercise

 price
 of outstanding
 options,
 warrants
 and
 rights

 Number
 of securities remaining
 available
 for future issuance
 under
 equity compensation
 plans
 (excluding securities
 reflected
 in column (a))

 (a)

 (b)

 (c)

 Equity compensation plans approved by security holders

 2013 Equity Compensation Plan – Options

 234,512

 38.37

 —

 2013 Equity Compensation Plan – Restricted Stock Units

 8,000

 N/A

 —

 2021 Equity Incentive Plan – Options

 1,611,338

 15.40

 1,161,064

 2021 Equity Incentive Plan – Restricted Stock Units

 686,326

 N/A

 —

 Equity compensation plans not approved by security holders

 —

 N/A

 —

 Total

 2,540,176

 1,161,064

 Item 13. Certain Relationships and Related
Transactions, and Director Independence

 The required information is incorporated by reference
from our definitive proxy statement for our 2025 Annual Meeting of Shareholders, including, but not necessarily limited to, the sections
entitled "Certain Relationships and Related Transactions" and "Corporate Governance - Director Independence."

 Item 14. Principal Accounting Fees and Services

 The required information is incorporated by reference
from our definitive proxy statement for our 2025 Annual Meeting of Shareholders, including, but not necessarily limited to, the sections
entitled "Ratification of UHY LLP as Independent Registered Public Accounting Firm – Independent Registered Public Accountant
Fee Information" and "Ratification of UHY LLP as Independent Registered Public Accounting Firm – Pre-Approval Policies
and Procedures."

 Item 15. Exhibits and Financial Statements
Schedules

 (a)
 The consolidated financial statements and exhibits listed below
are filed as part of this Annual Report on Form 10-K.

 (1)
 The Company's consolidated financial statements, the
notes thereto and the report of the Independent Registered Public Accounting Firm are included in PART II, Item 8. "Financial Statements
and Supplementary Data."

 (2)
 Financial statement schedules have been omitted because they
are not applicable, not required, or the required information is included in the Consolidated Financial Statements or Notes thereto.

 (3)
 Exhibits. Reference is made to Item 15(b) below.

 (b)
 Exhibits. The Exhibit Index, which immediately precedes
the signature page, is incorporated by reference into this Annual Report on Form 10-K.

 (c)
 Financial Statement Schedules. Reference is made to Item
15(a)(2) above.

 Item 16. Form 10-K Summary

 None

 EXHIBIT INDEX

 Exhibit

Number

 Description

 3.1

 Articles of Incorporation of OptimizeRx Corporation (the "Company") Incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (Registration No. 333-155280) filed on November 12, 2008.

 3.2

 Certificate of Correction, dated April 30, 2018. Incorporated by reference to Exhibit 3.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 2018.

 3.3

 Third Amended and Restated Bylaws of the Company. Incorporated by reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

 4.1

 Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. Incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021.

 10.1

 Fourth Amended and Restated 2013 Equity Incentive Plan. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 12, 2020.

 10.2

 OptimizeRx 2021 Equity Incentive Plan. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 25, 2021.

 10.3

 Form of Stock Option Award for grants under the OptimizeRx Corporation 2021 Equity Incentive Plan. Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on August 25, 2021.

 10.4

 Form of Performance Stock Option Award for grants under the OptimizeRx Corporation 2021 Equity Incentive Plan. Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on August 25, 2021.

 10.5

 Form of Restricted Stock Unit Award for grants under the OptimizeRx Corporation 2021 Equity Incentive Plan. Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on August 25, 2021.

 10.6

 Form of Performance Restricted Stock Unit Award for grants under the OptimizeRx Corporation 2021. Incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed on August 25, 2021

 10.7

 Employment Agreement with Marion Odence-Ford. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 11, 2021.

 10.8

 Amendment to Employment Agreement by and between the Company and Marion Odence-Ford dated February 28, 2022. Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on March 4, 2022.

 10.9*

 Offer Letter by and between the Company and Edward Stelmakh. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 30, 2021.

 10.10

 OptimizeRx Corporation 2022 Cash Bonus Plan. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 4, 2022.

 10.11

 Agreement and Plan of Merger dated as of October 11, 2023 by and among OptimizeRx Corporation, Healthy Offers, Inc., the securityholders of Healthy Offers, Inc. who are party to the Agreement, and Michael Weintraub, not in his individual capacity, but solely in his capacity as the representative, agent and attorney-in-fact of the Securityholders. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 16, 2023.

 10.12

 Support Agreement, dated as of October 11, 2023 by and among the stockholders party thereto, OptimizeRx Corporation and Healthy Offers, Inc. Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on October 16, 2023.

 10.13

 Financing Agreement, dated as of October 11, 2023, by and among OptimizeRx Corporation, the lenders from time to time party thereto, and Blue Torch Finance, LLC, as collateral agent and administrative agent. Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on October 16, 2023.

 10.14

 Letter Agreement, dated as of October 11, 2023, OptimizeRx Corporation and Blue Torch Finance, LLC. Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on October 16, 2023.

 10.15

 Common Stock Purchase Agreement dated October 24, 2023 by and among the Company and the Management Investors. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 25, 2023.

 10.16

 Amendment No. 1 to Financing Agreement, dated March 29, 2024. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 2, 2024.

 10.17*

 Amended and Restated Employment Agreement by and between the Company and William J. Febbo dated April 12, 2024. Incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

 10.18*

 Amended and Restated Employment Agreement by and between the Company and Stephen Silvestro dated April 12, 2024. Incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

 10.19**

 Amended OptimizeRx Corporation Executive Severance Plan, dated March 7, 2025.

 10.20

 Amendment No. 1 to the OptimizeRx 2021 Equity Incentive Plan. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 7, 2024

 10.21**

 Amendment No. 2 to Financing Agreement, dated September 26, 2024.

 10.22**

 Amendment No. 3 to Financing Agreement, dated February 5, 2025.

 10.23

 Separation and Advisory Agreement executed as of January 3, 2025 by and between the Company and William J. Febbo. Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 10, 2025.

 10.24

 Amended and Restated Employment Letter, dated as of March 7, 2025 by and between the Company and Stephen Silvestro Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 10, 2025.

 14.1

 Code of Business Conduct and Ethics Incorporated by reference to Exhibit 14.1 to the Company's Current Report on Form 8-K filed on June 25, 2021.

 19.1**

 OptimizeRx Corporation Insider Trading Policy

 21.1**

 List of Subsidiaries

 23.1**

 Consent of UHY LLP

 31.1**

 Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2**

 Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1**

 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 97.1

 OptimizeRx Corporation Clawback Policy. Incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

 101.INS**

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Inline Presentation Linkbase Document

 Management Contracts and Compensatory Plans, Contracts or Arrangements.

 *
 Exhibits have been omitted pursuant to Item 601(a)(5) of Regulation
S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit to the SEC upon request.

 **
 Provided herewith.

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the 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

 By:

 /s/ Stephen Silvestro

 Stephen Silvestro

 Title:

 Chief Executive Officer

 Date:

 By:

 /s/ Edward Stelmakh

 Edward Stelmakh

 Title:

 Chief Financial Officer Chief Operations Officer

 Date:

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

 Signature

 Title

 Date

 /s/ Stephen Silvestro

 Chief Executive Officer

(principal executive officer)

 Stephen Silvestro

 /s/ Edward Stelmakh

 Chief Financial Officer and Chief Operations Officer

(principal financial and accounting officer)

 Edward Stelmakh

 /s/ Lynn O'Connor Vos

 Chairperson

 Lynn O'Connor Vos

 /s/ Patrick Spangler

 Director

 Patrick Spangler

 /s/ James Lang

 Director

 James Lang

 /s/ Greg Wasson

 Director

 Greg Wasson

 /s/ Catherine Klema

 Director

 Catherine Klema

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