OPRX OptimizeRx Corporation

Item 1.01 Material Definitive Agreements.

On June 5, 2019, OptimizeRx Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with William Blair & Company L.L.C., as representative of the several underwriters (collectively, the “Underwriters”), relating to an underwritten public offering of 1,538,500 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), all of which are being sold by the Company (the “Offering”). The offering price of the Shares to the public is $13.00 per share, and the Underwriters have agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $12.155 per share.

The Company expects to receive net proceeds of approximately $18.6 million, after underwriting discounts and commissions and estimated offering expenses. The Company intends to use the net proceeds for general corporate purposes, which may include future acquisitions. The Company does not have any immediate arrangements, commitments or understandings regarding any future acquisitions.

Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 230,775 shares of Common Stock from the Company (the “Additional Shares”) on the same terms and conditions as the sale of the Shares. If the Underwriters’ option to purchase the Additional Shares is exercised in full, the Company expects to receive net proceeds of approximately $21.4 million, after underwriting discounts and commissions and estimated offering expenses.

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement, and may be subject to limitations agreed upon by the contracting parties.

The Offering is being made pursuant to an effective shelf registration statement on Form S-3 that the Company filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2018 (File No. 333-228357), as amended by the Company on December 11, 2018 and declared effective by the SEC on December 11, 2018. A prospectus supplement relating to the Offering has been filed with the SEC. The Underwriting Agreement is attached as Exhibit 1.1 hereto, and the description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of The Doney Law Firm relating to the legality of the issuance and sale of the Shares and Additional Shares is attached as Exhibit 5.1 hereto.