Securities Registration: Employee Benefit Plan (s-8)
2020年4月11日 - 1:16AM
Edgar (US Regulatory)
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)
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)
Spring
Valley Solutions, LLC
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 filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer:
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☐
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Accelerated
filer:
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☒
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Non-accelerated
filer:
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☐
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Smaller reporting
company:
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☒
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Emerging growth
company:
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☐
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities
Act.
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☐
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Calculation
of Registration Fee
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 $0.001 par value
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500,000
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$
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8.54
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$
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4,270,000
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$
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554.25
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(1)
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This
Registration Statement covers an additional 500,000 shares of Common Stock that may be offered or issued pursuant to the
Amended and Restated OptimizeRx Corp. 2013 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 Nasdaq Capital Market on April
7, 2020.
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This
registration statement shall become effective upon filing in accordance with Rule 462 under the Securities Act.
EXPLANATORY
NOTE
In
accordance with General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents
of Registration Statement No. 333-189439 on Form S-8 filed by OptimizeRx Corp. (the “Company”) on June 19, 2013,
the Registration Statement No. 333-210653 on Form S-8 filed by the Company on April 8, 2016 and the Registration Statement
No. 333-230212on Form S-8 filed by the Company on March 12, 2019, relating to shares of Common Stock issuable pursuant to
the OptimizeRx Corp. 2013 Incentive Plan (as amended and restated, the “Plan”). This Registration Statement, which
is being filed to register an additional 500,000 shares of Common Stock made available for issuance pursuant to the Plan, consists
of the facing page, this page, other required information, required opinions, consents and other exhibits, and the signature page.
PART
II
Information
Required in the Registration Statement
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 of 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, 2019, filed with the
SEC on March 26, 2020;
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●
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The
description of our common stock in our Registration Statement on Form S-3/A, filed with
the SEC on December 11, 2018, including any amendment 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
8. Exhibits.
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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 8-K, filed by the Company with the Securities and Exchange Commission on July 16, 2010.
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3
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Incorporated
by reference to the Form 10-K, filed by the Company with the Securities and Exchange Commission on March 26, 2020.
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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
In
accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements to a filing on Form S-8 and authorized this filing to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rochester, Michigan on April 10, 2020.
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OPTIMIZERX CORPORATION
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By:
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/s/
William Febbo
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William Febbo
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Chief Executive Officer
(Principal Executive
Officer) and Director
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By:
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/s/ Doug
Baker
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Doug Baker
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Chief Financial Officer
(Principal Financial
and Accounting Officer)
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POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that the undersigned officers and directors of the Company, hereby constitute and appoint William Febbo
and Doug Baker and each of them, the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority
in said agents and attorneys-in-fact, and in any one or more of them, to sign for the undersigned and in their respective names
as an officer/director of the Company, a registration statement on Form S-8 (or other appropriate form) relating to the offer
and sale of common stock of the Company pursuant to the Plans (or any and all amendments, including post-effective amendments,
to such registration statement) and file the same, with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, and with full power of substitution; hereby ratifying and confirming all that each of
said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
/s/
William Febbo
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Chief Executive Officer
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April 10, 2020
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William Febbo
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(Principal Executive Officer) and Director
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/s/ Doug
Baker
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Chief Financial Officer
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April 10, 2020
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Doug Baker
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(Principal Financial and Accounting Officer)
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/s/ Lynn
Vos
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Director
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April 10, 2020
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Lynn Vos
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/s/ Patrick
Spangler
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Director
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April 10, 2020
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Patrick Spangler
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/s/ James
Lang
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Director
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April 10, 2020
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James Lang
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/s/ Gus
D. Halas
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Director
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April 10, 2020
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Gus D. Halas
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II-3
OptimizeRx (NASDAQ:OPRX)
過去 株価チャート
から 6 2024 まで 7 2024
OptimizeRx (NASDAQ:OPRX)
過去 株価チャート
から 7 2023 まで 7 2024