STOCK BASED COMPENSATION	6 Months Ended
Jun. 30, 2025
Share-Based Payment Arrangement [Abstract]
STOCK BASED COMPENSATION	STOCK BASED COMPENSATION The Company sponsors two stock-based incentive compensation plans. In June 2013, the Board approved and adopted, and the Company’s stockholders approved, the OptimizeRx Corporation 2013 Incentive Plan, which was subsequently amended and approved in 2016, 2018, 2019, and 2020 (the “2013 Incentive Plan”). The 2013 Incentive Plan, as amended, authorized the issuance of 3,000,000 shares of Company common stock. In connection with the adoption of a new incentive plan in 2021, the Company froze the 2013 Incentive Plan. A total of 184,345 shares of common stock underlying options and 4,000 shares of common stock underlying restricted stock unit awards were outstanding under the 2013 Incentive Plan at June 30, 2025. At June 30, 2025, there were no shares available for grant under the 2013 Incentive Plan. In 2021, the Board approved and adopted the OptimizeRx Corporation 2021 Equity Incentive Plan (the “2021 Incentive Plan”). The 2021 Incentive Plan was approved by stockholders in August 2021. On June 5, 2024, at the 2024 Annual Meeting of Stockholders, the Company's stockholders approved an amendment to the 2021 Incentive Plan to increase the number of shares of common stock available for awards under the 2021 Incentive Plan by 1,950,000 shares for a total of 4,450,000 shares. A total of 1,598,154 shares of common stock underlying options and 667,482 shares of common stock underlying restricted stock unit awards were outstanding under the 2021 Incentive Plan at June 30, 2025. At June 30, 2025, 1,587,977 shares were available for grant under the 2021 Incentive Plan. Stock Options The compensation expense that has been charged against income related to options for the three and six months ended June 30, 2025 and 2024 was $573 and $1,152 and $1,149 and $2,502, respectively. There is $3,027 of remaining expense related to unvested options to be recognized in the future over a weighted average period of 2.13 years. The total intrinsic value of outstanding options at June 30, 2025 was $6,446. The fair value of these instruments was calculated using the Black-Scholes option pricing model. From time to time, the Company grants performance based stock options, the expense for which will be recorded over time once the achievement of the performance is deemed probable. There was $8 and $16 in expense related to these options recorded during the three and six months ended June 30, 2025, respectively. There was $8 in expense related to these options for the three and six months ended June 30, 2024. The fair value of these instruments was calculated using the Black-Scholes option pricing model. Restricted Stock Units The Company recorded $915 and $1,894 and $1,753 and $3,424 in compensation expense related to restricted stock units for the three and six months ended June 30, 2025 and 2024, respectively. A total of $4,547 remains to be recognized at June 30, 2025 over a weighted average period of 1.78 years. The fair value of these instruments is based on the closing price of our common stock as reported on the Nasdaq Capital Market on the date of grant. From time to time, the Company grants 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 $8 and $16 in expense related to these restricted stock units recorded during the three and six months ended June 30, 2025, respectively. There was $8 in expense related to these restricted stock units recorded for the three and six months ended June 30, 2024. The fair value of these instruments was calculated using the Black-Scholes option pricing model. The fair value of these instruments is based on the closing price of our common stock as reported on the Nasdaq Capital Market on the date of grant. Non-employee Directors Compensation The director's compensation program calls for the grant of restricted stock units with a one year vesting period. There was $163 and $336 and $203 and $402 included in the compensation expense discussed above related to director's compensation for the three and six months ended June 30, 2025 and 2024, respectively. 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 were 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 upon their forfeiture at the departure of the CEO.

In June 2013, the Board approved and adopted, and the Company’s stockholders approved, the OptimizeRx Corporation 2013 Incentive Plan, which was subsequently amended and approved in 2016, 2018, 2019, and 2020 (the “2013 Incentive Plan”). The 2013 Incentive Plan, as amended, authorized the issuance of 3,000,000 shares of Company common stock. In connection with the adoption of a new incentive plan in 2021, the Company froze the 2013 Incentive Plan. A total of 184,345 shares of common stock underlying options and 4,000 shares of common stock underlying restricted stock unit awards were outstanding under the 2013 Incentive Plan at June 30, 2025. At June 30, 2025, there were no shares available for grant under the 2013 Incentive Plan.

In 2021, the Board approved and adopted the OptimizeRx Corporation 2021 Equity Incentive Plan (the “2021 Incentive Plan”). The 2021 Incentive Plan was approved by stockholders in August 2021. On June 5, 2024, at the 2024 Annual Meeting of Stockholders, the Company's stockholders approved an amendment to the 2021 Incentive Plan to increase the number of shares of common stock available for awards under the 2021 Incentive Plan by 1,950,000 shares for a total of 4,450,000 shares. A total of 1,598,154 shares of common stock underlying options and 667,482 shares of common stock underlying restricted stock unit awards were outstanding under the 2021 Incentive Plan at June 30, 2025. At June 30, 2025, 1,587,977 shares were available for grant under the 2021 Incentive Plan.

The compensation expense that has been charged against income related to options for the three and six months ended June 30, 2025 and 2024 was $573 and $1,152 and $1,149 and $2,502, respectively. There is $3,027 of remaining expense related to unvested options to be recognized in the future over a weighted average period of 2.13 years. The total intrinsic value of outstanding options at June 30, 2025 was $6,446. The fair value of these instruments was calculated using the Black-Scholes option pricing model.

From time to time, the Company grants performance based stock options, the expense for which will be recorded over time once the achievement of the performance is deemed probable. There was $8 and $16 in expense related to these options recorded during the three and six months ended June 30, 2025, respectively. There was $8 in expense related to these options for the three and six months ended June 30, 2024. The fair value of these instruments was calculated using the Black-Scholes option pricing model.

The Company recorded $915 and $1,894 and $1,753 and $3,424 in compensation expense related to restricted stock units for the three and six months ended June 30, 2025 and 2024, respectively. A total of $4,547 remains to be recognized at June 30, 2025 over a weighted average period of 1.78 years. The fair value of these instruments is based on the closing price of our common stock as reported on the Nasdaq Capital Market on the date of grant.

From time to time, the Company grants 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 $8 and $16 in expense related to these restricted stock units recorded during the three and six months ended June 30, 2025, respectively. There was $8 in expense related to these restricted stock units recorded for the three and six months ended June 30, 2024. The fair value of these instruments was calculated using the Black-Scholes option pricing model. The fair value of these instruments is based on the closing price of our common stock as reported on the Nasdaq Capital Market on the date of grant.

The director's compensation program calls for the grant of restricted stock units with a one year vesting period. There was $163 and $336 and $203 and $402 included in the compensation expense discussed above related to director's compensation for the three and six months ended June 30, 2025 and 2024, respectively.

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 were 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 upon their forfeiture at the departure of the CEO.