Securities Registration (section 12(b)) (8-a12b)
June 19 2018 - 11:51AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES
PURSUANT TO SECTION 12(b) OR
(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
OptimizeRx
Corporation
(Exact name of registrant as specified in
its charter)
Nevada
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26-1265381
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(State of incorporation
or organization)
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(I.R.S. Employer
Identification No.)
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407 Sixth Street, Rochester, MI
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48307
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to
Section 12(b) of the Act:
Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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Common Stock, par value $0.001 per share
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The Nasdaq Stock Market LLC
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If
this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and
is effective pursuant to General Instruction A.(c) or (e), check the following box.
☒
If
this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If
this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following
box. ☐
Securities Act registration statement or Regulation A offering
statement file number to which this form relates:
Securities to be registered pursuant to Section 12(g) of
the Act:
None
.
Item 1.
Description of Registrant’s Securities to be Registered.
The description of the common stock, par value $0.001 per share
(the “Common Stock”), of OptimizeRx Corporation (the “Company”), to be registered hereunder is contained
in the section entitled “Description of Securities” in the prospectus forming a part of the Company’s Registration
Statement on Form S-1 (Registration No. 333-225095), initially filed with the Securities and Exchange Commission (the “Commission”)
on May 22, 2018, as subsequently amended from time to time (the “Registration Statement”), and is incorporated herein
by reference. Any form of prospectus that constitutes part of the Registration Statement and is subsequently filed by the Company
pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein.
Item 2.
Exhibits.
Pursuant to the Instructions as to Exhibits for Form 8-A,
no exhibits are required to be filed because no other securities of the Company are registered on The Nasdaq Stock Market LLC and
the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of
1934, as amended.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: June 19, 2018
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OPTIMIZERX CORPORATION
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By:
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/s/ Douglas Baker
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Douglas Baker
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Chief Financial Officer
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2
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