Securities Registration: Employee Benefit Plan (s-8)
2021年9月1日 - 6:19AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on August 31, 2021
Commission
File No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
OptimizeRx
Corporation
(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
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48307
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(Address
of Principal Executive Offices)
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(Zip
Code)
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OptimizeRx
Corporation
2021
Equity Incentive Plan
(Full
title of the plan)
Marion
Odence-Ford, Esquire
General
Counsel
OptimizeRx
Corporation
400
Water Street
Suite
200
Rochester,
Michigan 48307
(248)
651-6568
(Name
and address of agent for service)
(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.
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. ☐
CALCULATION
OF REGISTRATION FEE
Title of securities to be registered
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Amount
to be registered(1)
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Proposed
maximum
offering price
per share
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common Stock, par value $.001
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2,500,000
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$
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67.00
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(2)
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$
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167,500,000
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(2)
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$
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18,274.25
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(3)
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(1)
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Pursuant
to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”),
this Registration Statement shall be deemed to cover additional shares of common stock, par
value $.001 per share (“Common Stock”), of OptimizeRx Corporation (the “Registrant”
or “OptimizeRx”) as may be issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
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(2)
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Estimated
solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(h)(1)
and Rule 457(c), based upon the average of the high and low prices of the Common Stock on
the Nasdaq Capital Market as of August 27, 2021.
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(3)
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The Registrant previously paid
a registration fee of $15,262.00 to register 3,000,000 shares of Common Stock for issuance under the Amended and Restated OptimizeRx
Corp. 2013 Incentive Plan (“2013 Plan”) on a Form S-8 registration statement (Registration No. 333-254823), filed
on March 29, 2021 (the “Prior Registration Statement”). The 3,000,000 shares of Common Stock registered pursuant to the Prior
Registration Statement remain unsold and are not subject to outstanding awards, and are being removed from registration pursuant to a post-effective
amendment to the Prior Registration Statement, which is being filed by the Registrant immediately prior to the filing of this
Registration Statement. Pursuant to Rule 457(p) under the Securities Act of 1933, the registrant
is offsetting the registration fee due under this registration statement by $15,262.00, which represents the registration fee previously
paid with respect to 3,000,000 unsold shares of Common Stock previously registered on the Prior Registration Statement.
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PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1)
of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents, as filed with the Commission, are incorporated by reference into this Registration Statement by the Registrant:
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(a)
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the
Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020,
filed on March 8, 2021;
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(b)
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the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed
on May 6, 2021;
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(c)
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the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed
on August 4, 2021;
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(d)
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the
Registrant’s Current Reports on Form 8-K filed on January 6, 2021, January 15, 2021,
January 22, 2021, February 10, 2021, February 11, 2021, February 16, 2021, February 23, 2021,
February 26, 2021, March 4, 2021, March 16, 2021, April 13, 2021, April 28, 2021 (solely
with respect to Item 8.01), May 7, 2021 (solely with respect to Item 5.02), May 11, 2021,
May 25, 2021, May 27, 2021, June 2, 2021, June 15, 2021, June 25, 2021, July 14, 2021, August
11, 2021, August 17, 2021, August 25, 2021 and August 31, 2021;
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(e)
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the
Registrant’s Definitive Proxy Statement on Schedule 14A filed on July 8, 2021;
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(f)
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the
description of the Registrant’s Common Stock contained in the Registrant’s Current
Report on Form 8-K filed on August 31, 2021.
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All
documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date
of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part of this Registration Statement from the date of the filing of such documents.
To
the extent that any information contained in any Current Report on Form 8-K, or any exhibit thereto, is or was furnished to, rather than
filed with, the Commission, such information or exhibit is specifically not incorporated by reference.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
The
Nevada Revised Statutes provide that a corporation may indemnify its officers and directors against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred, in the event an officer or director is made a party
or threatened to be made a party to an action (other than an action brought by or in the right of the corporation as discussed below)
by reason of his or her official position with the corporation provided the director or officer (1) is not liable for the breach
of any fiduciary duties as a director or officer involving intentional misconduct, fraud or a knowing violation of the law or (2) acted
in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with
respect to any criminal actions, had no reasonable cause to believe his or her conduct was unlawful. A corporation may indemnify its
officers and directors against expenses, including amounts paid in settlement and attorneys’ fees, actually and reasonably incurred
in the event an officer or director is made a party or threatened to be made a party to an action by or in the right of the corporation
by reason of his or her official position with the corporation, provided the director or officer (1) is not liable for the breach
of any fiduciary duties as a director or officer involving intentional misconduct, fraud or a knowing violation of the laws or (2) acted
in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation. The Nevada
Revised Statutes further provide that a corporation generally may not indemnify an officer or director if it is determined by a court
that such officer or director is liable to the corporation or responsible for any amounts paid to the corporation in settlement, unless
a court also determines that the officer or director is fairly and reasonably entitled to indemnification in light of all of the relevant
facts and circumstances. The Nevada Revised Statutes require a corporation to indemnify an officer or director against expenses actually
and reasonably incurred by the person in connection with defending the action, including, without limitation, attorney's fees, to the
extent he or she is successful on the merits or otherwise successfully defends the action.
The
Registrant’s bylaws provide that it will indemnify its directors and officers to the fullest extent permitted by Nevada law, including
in circumstances in which indemnification otherwise would be discretionary under Nevada law as described above. The Registrant’s
bylaws also provide that the Registrant must pay a director’s or officer’s expenses as they are incurred and in advance of
the final disposition of the 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 or she is not entitled to be indemnified by the Registrant.
In addition, the Registrant has purchased insurance covering its directors and officers (subject to certain exceptions and deductions)
against liabilities which they may incur in their capacity as such.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
The
following exhibits are filed as part of this Registration Statement or, where so indicated have been previously filed and are incorporated
herein by reference.
Exhibit
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Description of Exhibit
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4.1
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Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form S-1, as filed with the Commission on November 12, 2008).
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4.2
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Certificate of Correction of the Registrant, dated April 30, 2018 (incorporated by reference to Exhibit 3.5 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as filed with the Commission on March 12, 2019).
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4.3
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Second Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, as filed with the Commission on June 25, 2021).
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4.4
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OptimizeRx Corporation 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, as filed with the Commission on August 25, 2021).
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5.1
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Opinion of The Doney Law Firm.
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23.1
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Consent of UHY LLP.
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23.2
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Consent of Marcum LLP.
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23.3
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Consent of The Doney Law Firm (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on the signature page of this Registration Statement).
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Item
9. Undertakings.
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(a)
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The
undersigned Registrant hereby undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective date of this 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 this 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 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;
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(iii)
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To
include any material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such information in this
Registration Statement;
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provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
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(2)
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That,
for the purpose of determining any liability under the Securities Act, 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.
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(3)
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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.
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(b)
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The
undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Registrant’s annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration Statement 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.
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(c)
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Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act 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 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant
to the requirements of the Securities Act, 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 the City of Rochester, Michigan, on this 31st day of August, 2021.
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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
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POWER
OF ATTORNEY
Each
of the undersigned officers and directors of the Company hereby constitutes and appoints Marion Odence-Ford as his or her true and lawful
attorney-in-fact and agent, severally, with full power of substitution and resubstitution, in his or her name and on his or her behalf,
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 all documents in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power of authority to do and perform each and every act and thing requisite or necessary to
be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, thereby ratifying and
confirming all that said attorney-in-fact and agent, or her substitute, may lawfully do or cause to be done.
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 indicated.
August
31, 2021
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/s/
William Febbo
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William
Febbo
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Chief Executive Officer
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(Principal
Executive Officer) and Director
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August
31, 2021
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/s/
Douglas Baker
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Douglas
Baker
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Chief Financial Officer
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(Principal
Financial and Accounting Officer)
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August
31, 2021
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/s/
Lynn O’Connor Vos
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Lynn
O’Connor Vos
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Director
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August
31, 2021
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/s/
Patrick Spangler
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Patrick
Spangler
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Director
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August
31, 2021
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/s/
James Lang
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James
Lang
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Director
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August
31, 2021
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/s/
Gus D. Halas
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Gus
D. Halas
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Director
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August
31, 2021
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/s/
Gregory Wasson
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Gregory
Wasson
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Director
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II-4
OptimizeRx (NASDAQ:OPRX)
過去 株価チャート
から 7 2024 まで 8 2024
OptimizeRx (NASDAQ:OPRX)
過去 株価チャート
から 8 2023 まで 8 2024