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 September 30, 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) |
|
Name
of each exchange on which registered |
|
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: 17,152,717 common shares as of
November 3, 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 September 30, 2022, originally filed
with the Securities and Exchange Commission (SEC) on November 8,
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 March 31, 2022 and June 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 September 30, 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
September 30, 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 September 30,
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.
| |
OptimizeRx Corporation |
| Date: March 10, 2023 |
|
|
| |
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
OptimizeRx Corp 248 651-6568 true
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