UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OptimizeRx
Corp.
(Exact
name of registrant as specified in its charter)
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Nevada
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26-1265381
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(State
or other jurisdiction of
incorporation or organization)
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(I.R.S.
Employer
Identification No.)
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400
Water Street, Suite 200,
Rochester,
MI 48307
(Address
of Principal Executive Offices)
Amended
and Restated OptimizeRx Corp. 2013 Incentive Plan
(Full
title of the plan)
Doney
Ventures, Inc.
4955
S. Durango Rd. Ste. 165
Las
Vegas, NV 89113
(Name
and address of agent for service)
248.651.6568
(Telephone
number, including area Code, of agent for service)
Indicate
by check mark whether the registrant is a large accelerated file, an accelerated file, a non-accelerated file, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act.
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☐
Large accelerated filer
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☐
Accelerated filer
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☐
Non-accelerated filer
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☒
Smaller reporting company
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Calculation
of Registration Fee
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Title of each class of securities to be registered
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Amount
to be
registered
(1)
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Proposed maximum
offering price
per share
(2)
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Proposed maximum
aggregate offering
price
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Amount of
registration
fee
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Common Stock $0.001 par value
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2,500,000
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$
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1.05
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$
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2,625,000
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$
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264.34
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(1)
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An
aggregate of 2,500,000 shares of Common Stock may be offered or issued pursuant to the Amended and Restated 2013 OptimizeRx
Corp. 2015 Equity Incentive Plan (the “Plan”). In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number
of shares of Common Stock that may be offered or issued by reason of stock splits, stock dividends or similar transactions
that become issuable under the Plan.
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(2)
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Estimated
in accordance with Rule 457(c) promulgated under the Securities Act solely for the purpose of calculating the amount of the
registration fee on the basis of the average of the high and low price per share of the Registrant’s Common Stock as
reported on the OTCQB on April 4, 2016.
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This
registration statement shall become effective upon filing in accordance with Rule 462 under the Securities Act.
Table
of Contents
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PART
I
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1
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PART
II
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1
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Item
3. Incorporation of Documents by Reference.
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1
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Item
4. Description of Securities.
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2
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Item
5. Interests of Named Experts and Counsel.
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5
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Item
6. Indemnification of Directors and Officers.
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5
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Item
7. Exemption from Registration Claimed.
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7
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Item
8. Exhibits.
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7
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Item
9. Undertakings.
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8
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Signatures
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9
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PART
I
Information
Required in the Section 10(A) Prospectus
The
documents containing the information specified in Part I will be sent or given to participants in the Plan as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the instructions of
Part I of Form S-8, these documents will not be filed with the Securities and Exchange Commission (the “SEC”) either
as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act.
These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute the prospectus as required by Section 10(a) of the Securities Act.
All
requests should be directed to:
OptimizeRx
Corp.
400
Water Street, Suite 200,
Rochester,
MI 48307
Attention:
Douglas Baker
Chief
Financial Officer
Or
by calling:
248.651.6568
PART
II
Information
Required in the Registration Statement
Item
3. Incorporation of Documents by Reference
.
The
SEC allows us to “incorporate by reference” into this Prospectus the information that we file with the SEC. This means
that we can disclose important information to you by referring you to those documents. Information incorporated by reference is
part of this prospectus. Information that we file at a future date with the SEC will update and supersede this information. For
further information about us and our common stock, please read the documents incorporated by reference below.
The
following documents filed by us with the SEC are incorporated by reference in this registration statement:
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Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the
SEC on March 15, 2016;
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Our
Form 8-K filed with the SEC on March 18, 2016;
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Our
Form 8-K filed with the SEC on March 15, 2016; and
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Our
Form 8-K filed with the SEC on March 31, 2016.
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Except
to the extent that information therein is deemed furnished and not filed pursuant to the Exchange Act, all documents subsequently
filed by the registrant under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the effective date of this registration
statement and prior to the termination of this offering of common stock shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing of those documents. Any statement contained herein or in
a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained herein or in any document which is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration statement.
You
may request a copy of these filings, excluding the exhibits to such filings which we have not specifically incorporated by reference
in such filings, at no cost, by writing or telephoning us at the address or telephone number listed in Part I.
Item
4. Description of Securities.
Authorized
Capital Stock
Our
authorized capital stock consists of 500,000,000 shares of common stock and 10,000,000 shares of preferred stock, par value $0.001
per share. As of March 10, 2016 there were 29,030,925 shares of our common stock issued and outstanding and 0 shares of our preferred
stock issued and outstanding.
Common
Stock
Our
common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election
of directors. Except as otherwise required by law or provided in any resolution adopted by our board of directors with respect
to any series of preferred stock, the holders of our common stock will possess all voting power. Generally, all matters to be
voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes
entitled to be cast by all shares of our common stock that are present in person or represented by proxy, subject to any voting
rights granted to holders of any preferred stock. Holders of our common stock representing fifty percent (50%) of our capital
stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any
meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental
corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation
do not provide for cumulative voting in the election of directors.
Subject
to any preferential rights of any outstanding series of preferred stock created by our board of directors from time to time, the
holders of shares of our common stock will be entitled to such cash dividends as may be declared from time to time by our board
of directors from funds available therefore.
Subject
to any preferential rights of any outstanding series of preferred stock created from time to time by our board of directors, upon
liquidation, dissolution or winding up, the holders of shares of our common stock will be entitled to receive pro rata all assets
available for distribution to such holders.
In
the event of any merger or consolidation with or into another company in connection with which shares of our common stock are
converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of our common stock
will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash). Holders
of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our
common stock.
Preferred
Stock
Our
board of directors may become authorized to authorize preferred shares of stock and to divide the authorized shares of our preferred
stock into one or more series, each of which must be so designated as to distinguish the shares of each series of preferred stock
from the shares of all other series and classes. Our board of directors is authorized, within any limitations prescribed by law
and our articles of incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and
terms of the shares of any series of preferred stock including, but not limited to, the following:
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1)
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The
number of shares constituting that series and the distinctive designation of that series,
which may be by distinguishing number, letter or title;
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2)
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The
dividend rate on the shares of that series, whether dividends will be cumulative, and
if so, from which date(s), and the relative rights of priority, if any, of payment of
dividends on shares of that series;
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3)
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Whether
that series will have voting rights, in addition to the voting rights provided by law,
and, if so, the terms of such voting rights;
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4)
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Whether
that series will have conversion privileges, and, if so, the terms and conditions of
such conversion, including provision for adjustment of the conversion rate in such events
as the Board of Directors determines;
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5)
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Whether
or not the shares of that series will be redeemable, and, if so, the terms and conditions
of such redemption, including the date or date upon or after which they are redeemable,
and the amount per share payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;
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6)
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Whether
that series will have a sinking fund for the redemption or purchase of shares of that
series, and, if so, the terms and amount of such sinking fund;
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7)
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The
rights of the shares of that series in the event of voluntary or involuntary liquidation,
dissolution or winding up of the corporation, and the relative rights of priority, if
any, of payment of shares of that series; and
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8)
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Any
other relative rights, preferences and limitations of that series.
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Registration
Rights
WPP
Luxembourg Gamma Three Sarl
On
September 24, 2015, in connection with the sale of 6,011,106 shares of our common stock to WPP Luxembourg Gamma Three Sarl (“WPP
Luxembourg” or the “Investor”), we granted demand registration rights to the investor at any time after 2 years.
Investor
Rights Agreement
On
September 24, 2015, we entered into an Investor Rights Agreement with WPP Luxembourg (the “Rights Agreement”), pursuant
to which we agreed to the following:
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Demand
Registration Rights. We granted the Investor registration rights for the 6,011,106 acquired
from us and any securities acquired in connection with an Amended and Restated Co-Marketing
Agreement after a period of two years.
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Inspection
Rights. So long as the Investor owns not less than 25% of the Shares, we granted the
Investor an annual right to inspect our books and records.
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Observer
Rights. So long as the Investor owns not less than 25% of the Shares, we will allow the
Investor to choose a representative to attend our board meetings as a nonvoting observer.
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Board
Seat. So long as the Investor owns not less than 25% of the Shares, we agreed to appoint
a nominee of the Investor as a member of our board of directors. We also agreed to a
five member Board of Directors provided that it is not prohibited by the rules and regulations
of an exchange that we trade on. We also agreed to enter into an Indemnity Agreement
with the nominee.
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Budget
Review. So long as the Investor owns not less than 25% of the Shares, we agreed to review
our budget plans with the Investor’s nominee prior to submission to the Board of
Directors, at the request of the Investor.
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Right
of First Refusal. We agreed that, in the event that it proposes to sell new securities,
we will first offer such new securities to the Investor.
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Special
Approval Matters. So long as the Investor owns not less than 25% of the Shares, and provided
that it is not prohibited by the rules and regulations of an exchange that we trades
on, we agreed that 80% Board approval will be required for certain decisions, including:
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the
incurrence of any indebtedness in excess of $1.5 million in the aggregate during any
fiscal year
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the
sale, transfer or other disposition of all or substantially all of our assets;
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the
acquisition of any assets or properties (in one or more related transactions) for cash
or otherwise for an amount in excess of $1.5 million in the aggregate during any fiscal
year;
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capital
expenditures in excess of $1.5 million individually (or in the aggregate if related to
an integrated program of activities) or in excess of $1.5 million in the aggregate during
any fiscal year;
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making,
or permitting any subsidiary to make, loans to, investments in, or purchasing, or permitting
any subsidiary to purchase, any stock or other securities in another corporation, joint
venture, partnership or other entity;
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the
commencement or settlement of any lawsuit, arbitration or other legal proceeding related
to our intellectual property or involving an amount in controversy greater than $1.5
million; and
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the
issuance of new securities, except for securities issued under an equity incentive plan
and any issuance of common stock to vendors, advisors, financial institutions, suppliers
or joint venturers that do not exceed, individually or in the aggregate 5% of then issued
and outstanding capital stock of the Company.
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Provisions
in Our Articles of Incorporation and By-Laws That Would Delay, Defer or Prevent a Change in Control
Our
articles of incorporation authorize our board of directors to issue a class of preferred stock commonly known as a "blank
check" preferred stock. Specifically, the preferred stock may be issued from time to time by the board of directors as shares
of one (1) or more classes or series. Our board of directors, subject to the provisions of our Articles of Incorporation and limitations
imposed by law, is authorized to adopt resolutions; to issue the shares; to fix the number of shares; to change the number of
shares constituting any series; and to provide for or change the following: the voting powers; designations; preferences; and
relative, participating, optional or other special rights, qualifications, limitations or restrictions, including the following:
dividend rights, including whether dividends are cumulative; dividend rates; terms of redemption, including sinking fund provisions;
redemption prices; conversion rights and liquidation preferences of the shares constituting any class or series of the preferred
stock.
In
each such case, we will not need any further action or vote by our shareholders. One of the effects of undesignated preferred
stock may be to enable the board of directors to render more difficult or to discourage an attempt to obtain control of us by
means of a tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of our management. The issuance
of shares of preferred stock pursuant to the board of director's authority described above may adversely affect the rights of
holders of common stock. For example, preferred stock issued by us may rank prior to the common stock as to dividend rights, liquidation
preference or both, may have full or limited voting rights and may be convertible into shares of common stock. Accordingly, the
issuance of shares of preferred stock may discourage bids for the common stock at a premium or may otherwise adversely affect
the market price of the common stock.
Dividend
Policy
We
have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to
finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.
Share
Purchase Warrants
We
had warrants outstanding to purchase 2,094,583 shares of our common stock at a weighted average exercise price of $1.65 as of
December 31, 2015.
Options
We
had options outstanding to purchase 1,615,000 shares of our common stock at a weighted average exercise price of $1.09 as of December
31, 2015.
Convertible
Securities
We
have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible
or exchangeable into shares of our common stock.
Certain
Anti-Takeover Provisions
Nevada
Revised Statutes sections 78.378 to 78.379 provide state regulation over the acquisition of a controlling interest in certain
Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections
do not apply. Our articles of incorporation and bylaws do not state that these provisions do not apply. The statute creates a
number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules
of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that
are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and
residents of the State of Nevada; and does business in the State of Nevada directly or through an affiliated corporation. Because
of these conditions, the statute currently does not apply to our company.
Quotation
of Common Stock
Our
common stock is currently traded on the OTCQB under the trading symbol “OPRX.”
Transfer
Agent and Registrar
The
transfer agent and registrar of our common stock is Empire Stock Transfer, 1859 Whitney Mesa Dr, Henderson, NV 89014, telephone:
(702) 974-1444.
Item
5. Interests of Named Experts and Counsel.
No
expert or counsel named in this prospectus as having prepared or certified any part of it or as having given an opinion upon the
validity of the securities being registered or upon other legal matters in connection with the registration or offering of the
common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest,
direct or indirect, in the Company or any of its parents or subsidiaries. Nor was any such person connected with the Company or
any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
Item
6. Indemnification of Directors and Officers.
The
statutes, charter provisions, bylaws, contracts or other arrangements under which controlling persons, directors or officers of
the registrant are insured or indemnified in any manner against any liability which they may incur in such capacity are as follows:
Section
78.751 of the Nevada Revised Statutes provides that each corporation shall have the following powers regarding indemnification:
1)
A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the
right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself create a
presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.
2)
A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense
or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person
has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation
or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit
was brought or other court of competent jurisdiction, determines upon application that in view of all the circumstances of the
case, the person is fairly and reasonably entitled to indemnity such expenses as the court deems proper.
3)
To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, he
must be indemnified by the corporation against expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.
4)
Any indemnification under subsections 1 and 2, unless ordered by a court or advanced pursuant to subsection 5, must be made by
the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee
or agent is proper in the circumstances. The determination must be made:
a)
By the stockholders;
b)
By the board of directors by majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding;
c)
If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent
legal counsel, in a written opinion; or if a quorum consisting of directors who were not parties to the act, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion.
d)
The certificate or articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses
of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation
as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking
by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction
that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement
of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.
5)
The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section:
a)
Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the
certificate or articles of incorporation or any bylaw, agreement, vote of stockholders of disinterested directors or otherwise,
for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification,
unless ordered by a court pursuant to subsection 2 or for the advancement of expenses made pursuant to subsection 5, may not be
made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the cause of action.
b)
Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors
and administrators of such a person.
Article
VI of our Amended and Restated Bylaws also provides specific indemnification provisions for our officers, directors, employees
and or agents to the fullest extent of the law.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
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Exhibit
Number
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Description
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3.1
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Articles
of Incorporation of OptimizeRx Corporation (the “Company”)
1
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3.2
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Amended
and Restated Bylaws of the Company
1
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3.3
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Certificate
of Designation, filed on September 5, 2008, with the Secretary of State of the State of Nevada by the Company
1
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5.1
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Opinion
of The Doney Law Firm, with consent to use
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10.1
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Employment
Agreement, dated August 1, 2008
2
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10.2
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Employment
Agreement, dated June 1, 2008
2
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10.3
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Employment
Agreement Addendum, dated March 18, 2010
2
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10.4
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Employment
Agreement Addendum, dated March 18, 2010
2
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10.5
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Amendment
to Employment Agreement, dated July 28, 2010
3
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10.6
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Amendment
to Employment Agreement, dated July 28, 2010
3
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10.7
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Employment
Agreement, dated January 14, 2013
4
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10.8
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Securities
Redemption Option Agreement, dated January 10, 2013
5
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10.9
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Amendment
to Employment Agreement, dated August 14, 2013
6
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10.10
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Amendment
to Employment Agreement, dated August 14, 2013
6
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10.11
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Amendment
to Employment Agreement, dated August 14, 2013
6
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10.12
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Separation
Agreement, dated September 20, 2013
7
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10.13
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Amendment
No. 1 to Securities Redemption Option Agreement
8
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10.14
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Securities
Purchase Agreement
9
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10.15
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Registration
Rights Agreement
9
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10.16
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Warrant
Agreement
10
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10.17
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Warrant
Agreement
10
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10.18
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Employment
Agreement, dated May 12, 2014
11
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10.19
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Advisory
Agreement, dated February 23, 2015
12
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10.20
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Stock
Purchase Agreement, dated September 24, 2015
13
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10.21
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Investor
Rights Agreement, dated September 24, 2015
13
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10.22
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Indemnity
Agreement, dated September 24, 2015
13
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10.23
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Employment
Agreement, dated January 4, 2016
14
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10.24
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Offer
Letter, dated February 12, 2016
15
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10.25
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Amended
and Restated 2013 Incentive Plan
16
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21.1
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List
of Subsidiaries
1
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23.1
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Consent
of KLJ & Associates, LLP, an Independent Registered Public Accounting Firm
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1
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Incorporated
by reference to the Form S-1, filed by the Company with the Securities and Exchange Commission on November 12, 2008.
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2
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Incorporated by reference
to the Form 10-K, filed by the Company with the Securities and Exchange Commission on March 31, 2010.
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3
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Incorporated by reference
to the Form 8-K, filed by the Company with the Securities and Exchange Commission on July 30, 2010.
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4
|
Incorporated by reference
to the Form 8-K, filed by the Company with the Securities and Exchange Commission on January 18, 2013.
|
|
5
|
Incorporated by reference
to the Form 8-K, filed by the Company with the Securities and Exchange Commission on January 11, 2013.
|
|
6
|
Incorporated by reference
to the Form 8-K, filed by the Company with the Securities and Exchange Commission on August 15, 2013.
|
|
7
|
Incorporated by reference
to the Form 8-K, filed by the Company with the Securities and Exchange Commission on September 20, 2013.
|
|
8
|
Incorporated by reference
to the Form 8-K, filed by the Company with the Securities and Exchange Commission on January 2, 2014.
|
|
9
|
Incorporated by reference
to the Form 8-K, filed by the Company with the Securities and Exchange Commission on March 18, 2014.
|
|
10
|
Incorporated by reference
to the Form S-1/A, filed by the Company with the Securities and Exchange Commission on May 12, 2014.
|
|
11
|
Incorporated by reference
to the Form 8-K, filed by the Company with the Securities and Exchange Commission on May 14, 2014.
|
|
12
|
Incorporated by reference
to the Form S-1/A, filed by the Company with the Securities and Exchange Commission on June 1, 2015.
|
|
13
|
Incorporated by reference
to the Form 8-K, filed by the Company with the Securities and Exchange Commission on September 30, 2015.
|
|
14
|
Incorporated by reference
to the Form 8-K, filed by the Company with the Securities and Exchange Commission on January 8, 2016.
|
|
15
|
Incorporated by reference
to the Form 8-K, filed by the Company with the Securities and Exchange Commission on February 19, 2016.
|
|
16
|
Incorporated by reference
to the Form 8-K, filed by the Company with the Securities and Exchange Commission on March 31, 2016.
|
Item
9. Undertakings
The
undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement
to:
(i)
include any Prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;
(ii)
reflect in the Prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of Prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration
statement; and
(iii)
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4)
For purposes of determining liability under the Securities Act of 1933 to any purchaser:
(i)
If the Registrant is subject to Rule 430C, each Prospectus filed pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule 430B or other than Prospectuses filed in reliance on Rule 430A,
shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or Prospectus that is part of the registration or made in
a document incorporated or deemed incorporated by reference into the registration statement or Prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or Prospectus that was part of the registration statement or made in any
such document immediately prior to such date of first use.
(5)
That for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities:
The
undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary Prospectus or Prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
(ii)
Any free writing Prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
(iii)
The portion of any other free writing Prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 24 above, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Rochester, Michigan, on April 8, 2016.
OPTIMIZERX
CORP.
|
By:
|
/s/
William Febbo
|
|
|
|
William Febbo
|
|
|
Title:
|
Chief Executive Officer
and
Principal Executive Officer
|
|
|
|
|
|
|
By:
|
/s/ Doug Baker
|
|
|
|
Doug Baker
|
|
|
Title:
|
Chief Financial Officer
Principal Financial Officer and
Principal Accounting Officer
|
|
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William Febbo as his true
and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement,
and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities
and on the dates stated.
|
By:
|
/s/
David Harrell
|
|
|
|
David Harrell
|
|
|
Title:
|
Chairman and Director
|
|
|
By:
|
/s/
Terence Hamilton
|
|
|
|
Terence Hamilton
|
|
|
Title:
|
Vice President of
Sales and Director
|
|
|
By:
|
/s/
Gus Halas
|
|
|
|
Gus Halas
|
|
|
Title:
|
Director
|
|
|
By:
|
/s/
Jack Pinney
|
|
|
|
Jack Pinney
|
|
|
Title:
|
Director
|
|
|
By:
|
/s/
Lynn O’Connor Vos
|
|
|
|
Lynn O’Connor
Vos
|
|
|
Title:
|
Director
|
|
April
8, 2016
9
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