Item 3. Incorporation of Documents by Reference.
The SEC allows us to “incorporate
by reference” the information we file with the SEC. This permits us to disclose important information to you by referring
to these filed documents. Any information referred to in this way is considered part of this prospectus supplement. The information
incorporated by reference is an important part of this prospectus supplement and the accompanying prospectus, and information that
we file later with the SEC will automatically update and supersede this information. We incorporate by reference the following
documents that have been filed with the SEC (other than information furnished under Item 2.02, Item 7.01 and Item 8.01 of Form 8-K
and all exhibits related to such items):
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Our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 8, 2021;
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The description of our common stock in our Registration Statement on Form S-3ASR, filed with the SEC on February 8, 2021, including
any amendment, supplements or reports filed for the purpose of updating such description.
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In addition, all other documents filed (not
furnished) by us pursuant to Section 13(a), Section 13(c), Section 14 or Section 15(d) of the Exchange Act on or after the date
of this reoffer prospectus and prior to the termination of this offering, shall be deemed to be incorporated by reference into
this reoffer prospectus and to be a part of this reoffer prospectus from the date of the filing of such documents; provided, however,
that documents or information deemed to have been furnished to and not filed with the SEC in accordance with the rules of the SEC
shall not be deemed incorporated by reference into this reoffer prospectus.
Any information in any of the foregoing
documents will automatically be deemed to be modified or superseded to the extent that information in this prospectus supplement
and the accompanying prospectus or in a later filed document that is incorporated or deemed to be incorporated herein by reference
modifies or replaces such information.
You may request, orally or in writing, a
copy of these documents, which will be provided to you at no cost (other than exhibits, unless such exhibits are specifically incorporate
by reference), by contacting Douglas Baker, c/o OptimizeRx Corporation, at 400 Water Street, Suite 200, Rochester, MI 48307. Our
telephone number is (248) 651-6568.
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.