UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q/A
Amendment
No. 1
☒ Quarterly
Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For
the quarterly period ended March 31,
2022
☐ Transition
Report pursuant to 13 or 15(d) of the Securities Exchange Act of
1934
For
the transition period from __________ to __________
Commission
File Number: 001-38543
OptimizeRx Corporation
(Exact
name of registrant as specified in its charter)
|
Nevada |
|
26-1265381 |
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(IRS
Employer
Identification
No.)
|
400
Water Street, Suite 200
Rochester, MI,
48307
(Address
of principal executive offices)
248-651-6568
(Registrant’s
telephone number, including area code)
(Former
name, former address and former fiscal year, if changed since last
report)
Securities
registered under Section 12(b) of the Exchange Act:
|
Title
of each class |
|
Trading
Symbol(s) |
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Name
of each exchange on which registered |
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Common
Stock, par value $0.001 |
|
OPRX |
|
Nasdaq
Capital Market |
Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ☒ 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 is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
State
the number of shares outstanding of each of the issuer’s classes of
common stock, as of the latest practicable date: 18,152,349 common
shares as of April 29, 2022.
TABLE
OF CONTENTS
EXPLANATORY
NOTE
OptimizeRx
Corporation is filing this Amendment No. 1 on Form 10-Q/A
(“Amendment No. 1”) to its Quarterly Report on Form 10-Q for the
period ended March 31, 2022, originally filed with the
Securities and Exchange Commission (SEC) on May 9, 2022 (the
“Original 10-Q Filing”) to address management’s re-evaluation of
disclosure controls and procedures and to reflect the
identification of a material weakness. The material weakness did
not result in any change to the Company’s consolidated financial
statements as set forth in the Original 10-Q Filing.
This
Amendment No. 1 is limited in scope to make the following changes
to the Original 10-Q Filing:
|
|
● |
To
amend Part I - Item 4. Controls and Procedures to reflect
management’s (i) re-evaluation of our disclosure controls and
procedures, and (ii) identification of a material
weakness. |
|
|
● |
To
amend Part II - Item 6. Exhibits to include the following currently
dated documents: certifications from the Company’s Chief Executive
Officer and Chief Financial Officer as required by Sections 302 and
906 of the Sarbanes Oxley Act of 2002, which certifications are
filed herewith as Exhibits 31.1, 31.2, and 32.1. |
This
Amendment No. 1 has not been updated or amended to give effect to
any subsequent events beyond those that existed as of the original
filing date and should thus be read in conjunction with the
Original 10-Q Filing and any of the company’s other filings with
the SEC subsequent to the Original 10-Q Filing, together with any
amendments to those filings. Other than the filing of the
information identified above, this amendment does not modify or
update the disclosure in the Original 10-Q Filing in any way.
Unless otherwise specified or the context otherwise requires,
when used in this Amendment No. 1, the terms “we,” “our,” “us,”
“OptimizeRx,” or the “Company” refer to OptimizeRx Corporation and
its subsidiaries.
The
Company is concurrently filing Amendment No. 1 to each of its (i)
Annual Report on Form 10-K for the year ended December 31, 2021 and
(ii) Quarterly Reports on Form 10-Q for the quarterly periods ended
June 30, 2022 and September 30, 2022.
PART
I - FINANCIAL INFORMATION
Item
4. Controls and Procedures
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.
In
connection with the Company’s Original 10-Q Filing, 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, at the time
of the Original 10-Q Filing, our Chief Executive Officer and our
Chief Financial Officer concluded that, as of the end of the period
covered by this report, our disclosure controls and procedures, as
defined in Rule 13a-15(e), were effective at the reasonable
assurance level.
Subsequent
to the filing of the Original 10-Q Filing and in connection with
the filing of Amendment No. 1 to the Company’s Annual Report on
Form 10-K for the year ended December 31, 2021, the Company’s
management identified a material weakness in the Company’s internal
control over financial reporting which is summarized below. As a
result of its identification of the material weakness, management,
under the supervision and with the participation of our Chief
Executive Officer and our Chief Financial Officer, re-evaluated our
disclosure controls and procedures and concluded such
controls were not effective as of March 31, 2022.
Notwithstanding
the material weakness, our management has concluded,
based on substantive testing performed, that the Company’s
consolidated financial statements included in the Original 10-Q
Filing fairly present in all material respects the Company's
financial condition, results of operations and cash flows of the
Company as of, and for, the periods presented in this report, in
conformity with accounting principles generally accepted in the
United States.
Material
Weakness in 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.
Subsequent
to the Original 10-Q Filing, our management identified the
following material weakness existed as of March 31, 2022:
inadequate controls to ensure that data received from third-party
service organizations is complete and accurate.
Plan
for Remediation of Material Weakness
Management
is actively engaged in the planning for, and implementation of,
remediation efforts to address the material weakness identified
above. Management intends to implement the following remediation
steps:
|
● |
The Company will require each third-party service organization to
provide a SOC-1, Type 2 report to us. |
|
● |
If a SOC-1, Type 2 report is not available, the Company will
evaluate each third-party’s relevant system(s) and reporting
directly through inquiry and substantive testing of such
third-party’s control environment. |
Management
believes the measures described above will remediate the material
weakness that we have identified. As management continues to
evaluate and improve our disclosure controls and procedures and
internal control over financial reporting, the Company may decide
to take additional measures to address control deficiencies or
determine to modify, or in appropriate circumstances not to
complete, certain of the remediation measures
identified.
Changes
in 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 March 31, 2022 that has materially
affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
Limitations
on the Effectiveness of Controls
A
control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a
control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud
may occur and not be detected. The Company conducts periodic
evaluations of its internal controls to enhance, where necessary,
its procedures and controls.
PART
II – OTHER INFORMATION
Item
6. Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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OptimizeRx
Corporation |
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Date:
March 10, 2023 |
|
|
|
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By: |
/s/
William J. Febbo |
|
|
|
William
J. Febbo |
|
|
Title: |
Chief
Executive Officer
(principal
executive officer)
|
|
|
|
|
|
|
OptimizeRx
Corporation |
|
Date:
March 10, 2023 |
|
|
|
|
By: |
/s/
Edward Stelmakh |
|
|
|
Edward
Stelmakh |
|
|
Title: |
Chief
Financial Officer and
Chief
Operations Officer
(principal
financial and accounting officer)
|
3
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