UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Explanatory Note
On October 11, 2023, OptimizeRx Corporation (the “Company” or “OptimizeRx”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Healthy Offers, Inc. (d/b/a Medicx Health), a Nevada corporation (“Medicx”), the securityholders of Medicx named therein (the “Securityholders”), and Michael Weintraub, not in his individual capacity, but solely in his capacity as representative, agent and attorney-in-fact of the Securityholders. On October 24, 2023, pursuant to the Merger Agreement, a newly formed wholly-owned subsidiary of the Company consummated the merger with and into Medicx, with Medicx continuing as the surviving company and a wholly-owned subsidiary of the Company (the “Merger”).
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Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
(i) The audited balance sheets of Medicx as of December 31, 2022 and 2021, and the related statements of income, changes in stockholders’ equity and cash flows for the fiscal years ended December 31, 2022 and 2021 are included as Exhibit 99.2 to this report and incorporated by reference herein.
(ii) The unaudited balance sheets of Medicx as of June 30, 2023 and December 31, 2022 and the related statements of income, changed in stockholders’ equity and cash flows for the three and six months ended June 30, 2023 and 2022 are included as Exhibit 99.3 to this report and incorporated by reference herein.
(b) Pro Forma Financial Information
OptimizeRx’s unaudited pro forma combined balance sheet as of June 30, 2023 and pro forma condensed combined statement of operations for the six months ended June 30, 2023 and the year ended December 31, 2022 are included as Exhibit 99.4 to this report and incorporated by reference herein.
(d) Exhibits
| Exhibit Number | Description | |
| 10.1*+ | Common Stock Purchase Agreement dated October 24, 2023, by and among the Company and the Management Investors | |
| 23.1 | Consent of UHY LLP | |
| 99.1++ | Press Release of OptimizeRx dated October 25, 2023 | |
| 99.2 | Audited Financial Statements of Medicx as of December 31, 2022 and 2021 and for the fiscal years ended December 31, 2022 and 2021 | |
| 99.3 | Unaudited Financial Statements of Medicx as of June 30, 2023 and for the three and six months ended June 30, 2023 and 2022 | |
| 99.4 | Unaudited Pro Forma Combined Financial Information of OptimizeRx Corporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit to the SEC upon request. |
| + | Previously filed. |
| ++ | Previously furnished. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OPTIMIZERX CORPORATION | |||
| Date: January 5, 2024 | By: | /s/ Edward Stelmakh | |
| Name: | Edward Stelmakh | ||
| Title: | Chief Financial Officer | ||
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