What changed in this filing

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Item 9A. Controls and Procedures

2022-02-28 compared with 2021-03-08 · 180 added, 654 removed, 17 unchanged (98% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls and

Our disclosure controls and procedures

(as defined in Rules 13a-15I or 15d-15I under the Securities Exchange Act of 1934, as amended) are designed to ensure that information

required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported

within the time periods specified in the rules and forms of the Securities and Exchange Commission and to ensure that information

required to be disclosed is accumulated and communicated to management, including our principal executive and financial officers,

to allow timely decisions regarding disclosure.

Based on an evaluation under the supervision and with the participation of

the Company’s management, the Company’s principal executive officer and principal financial officer have concluded

that the Company’s disclosure controls and procedures as defined in Rules 13a-15I and 15d-15I under the Exchange Act were

effective as of December 31, 2020.

Management’s Report on Internal

Control over Financial Reporting

The Company’s management is responsible

for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with U.S.

GAAP and includes those policies

and procedures that:

(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions

and the dispositions of our assets;

(2) provide reasonable assurance that our transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles and that our receipts and expenditures

are being made only in accordance with appropriate authorizations;

and (3) provide reasonable assurance regarding prevention or

timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness for future

periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

Management conducted an assessment of the

effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control

Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there

is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or

detected on a timely basis.

Based on this assessment as of December 31, 2020, management

concluded that there were no material weaknesses.

As part of the assessment at December 31, 2019, management identified the following

material weaknesses which caused management to conclude that our disclosure controls and procedures were not effective at that

(i) inadequate information technology general controls (ITGCs) in the areas of user access security, change management, IT

operations and third-party management over its key financial information technology (IT) systems;

and (ii) inadequate controls

to ensure that data received from third parties is complete and accurate.

Those weaknesses have been remediated as of December

The material weaknesses in 2019 did not

result in any identified misstatements to the financial statements, and there were no changes to previously released financial

This annual report does not include an

attestation report of the Company’s independent registered public accounting firm regarding internal controls over financial

reporting as of December 31, 2020 because we became a smaller reporting company under Section 404 of the Sarbanes-Oxley Act of

2002 pursuant to the provisions of Section 989G(a) set forth in the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted

into federal law in July 2010.

Changes in Internal Control Over Financial

During 2020, the Company improved its

information technology general controls and the documentation of those controls to address the material weaknesses identified

It also implemented new controls to ensure that the data received from third parties is complete and accurate.

than the changes to internal controls described above, there has been no material changes in our internal control over financial

reporting during the most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially

affect, our internal control over financial reporting.

Directors, Executive Officers

and Corporate Governance

The following information sets forth the

names, ages, and positions of our current directors and executive officers.

and Offices Held

Chief Executive Officer and Director

Chief Commercial Officer

President and Chief Strategy Officer

Marion Odence-Ford

General Counsel and Chief Compliance Officer

Chief Financial Officer

Chairperson and Director

Patrick Spangler

Set forth below is a brief description

of the background and business experience of each of our current executive officers and directors.

Febbo joined our company as Chief Executive

Officer and Director on February 22, 2016.

Febbo brings more than 20 years of experience in building and managing health services

and financial businesses.

From 2007 to 2015, he worked with Merriman Holdings, Inc., an investment banking firm.

There he served

as Chief Operating Officer and assisted with capital raises in the tech, biotech, cleantech, consumer and resources industries.

Prior to Merriman, Mr.

Febbo was CEO and co-founder of MedPanel, a provider of market intelligence and communications for the pharmaceutical,

biomedical, and medical device industries, which was eventually acquired by MCF Corporation.

Febbo holds a Bachelor of Arts in International

Studies from Dickinson College, in Pennsylvania.

Febbo serves on the board of The United Nations of Greater Boston, a non-profit

focused on building global citizens within inner-city schools in Massachusetts, is faculty on the MIT linq program and currently

serves as a board member of Modular Medical (MODD).

Aside from that provided above, Mr.

does not hold and has not held over the past five years any other directorships in any company with a class of securities registered

pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered

as an investment company under the Investment Company Act of 1940.

Febbo is qualified to serve on our

Board of Directors because of his wealth of experience in building and managing health services and financial businesses.

Silvestro joined the company as Chief

Commercial Officer on April 29, 2019.

Silvestro was with CCH®

Tagetik as its Vice President and General Manager from January

2018 until he joined us.

From April 2017 to January 2018, Mr.

Silvestro was with Prognos as its Chief Commercial Officer and, before

that, from September 2007 to April 2017, he was with Decision Resources Group in various capacitates with him last serving as Executive

Vice President, Head of Global Sales.

Aside from that provided above, Mr.

does not hold and has not held over the past five years any other directorships in any company with a class of securities registered

pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered

as an investment company under the Investment Company Act of 1940.

Paramore joined the company as President

in August 2017.

She has vast experience with healthcare companies, running businesses ranging from start-ups to large divisions

of public and private companies.

Her early career was spent at Ernst & Young, as a Healthcare Management Consultant.

since occupied executive level and director positions at several healthcare companies.

Most recently, from April 2016 to April

Paramore served as COO and CTO of Lucro, Inc., a privately held company located in| Nashville, Tennessee focused on the

healthcare sector.

From March 2015 to February 2016, she served as Executive Vice President of PDX a privately held company in

Fort Worth, Texas that provides health information technology for pharmacies.

From May 2008 to December 2013, she served as Executive

Vice President of Emdeon, Inc.

in Nashville, Tennessee, a health information technology and tech-enabled services company.

Aside from that provided above, Ms.

does not hold and has not held over the past five years any other directorships in any company with a class of securities registered

pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered

as an investment company under the Investment Company Act of 1940.

Marion Odence-Ford

Odence-Ford joined the company as General

Counsel and Chief Compliance Officer in February 2021.

She is a corporate lawyer with over 20 years of large firm and in-house

experiences in a broad range of industries including life sciences, high tech, business consulting, professional services, banking,

and finance companies.

From April 2013 to June 2020, she was a senior member of the legal team at Decision Resources Group, a multi-national

corporation that provides global data solutions, analytics and consulting services to pharmaceutical, biotech, medical device,

healthcare provider and payer, and managed care companies.

Aside from that provided above, Ms.

does not hold and has not held over the past five years any other directorships in any company with a class of securities registered

pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered

as an investment company under the Investment Company Act of 1940.

Baker has served as our CFO since May

Baker is a Certified Public Account with a Master’s Degree in Business Administration.

He has extensive business

experience including 9 years in public accounting with Plante Moran, four years as CFO of a privately held printing company, 5

years in a variety of divisional financial roles at MascoTech, Inc., a Fortune 500 automotive supplier, and from 1996 to 2014 as

Chief Financial Officer of Applied Nanotech Holdings, Inc., (“APNT”) a publicly held nanotechnology research and licensing

Baker was also a member of the Board of Directors of APNT from 2006 through 2014.

He was a member of the Board Directors

of Total Health Care, Inc., a Detroit based Health Maintenance Organization from 1987 through January 2020, including his latest

role as Chairman of the Board, until it was acquired by Priority Health, a Michigan based HMO in January 2020.

He became a member

of the Priority Health Board in January 2020.

Aside from that provided above, Mr.

does not hold and has not held over the past five years any other directorships in any company with a class of securities registered

pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered

as an investment company under the Investment Company Act of 1940.

Halas joined our company as a Director

on August 7, 2014.

Halas has served as CEO of several companies.

He was Chief Executive Officer and President of the Central

Operating Companies at Central Garden & Pet Company from April 2011 through May 2013.

Halas was President and Chief Executive

Officer of T-3 Energy Services, Inc.

from May 2003 to March 2009 and also served as Chairman of the Board of Directors from March

2004 to March 2009.

From August 2001 to April 2003, Mr.

Halas served as President and Chief Executive Officer of Clore Automotive,

He also serves as a director for Triangle Petroleum Corp.

Aside from that provided above, Mr.

does not hold and has not held over the past five years any other directorships in any company with a class of securities registered

pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered

as an investment company under the Investment Company Act of 1940.

Halas is qualified to serve on our

Board of Directors because of his experience and expertise as an executive and a director with companies implementing “turnaround”

Vos runs VosHealth, LLC.

President and CEO of the Muscular Dystrophy Association from October 2017 through November 2020.

Prior to that, Ms.

chief executive officer of ghg | greyhealth group since 1994 and is a champion of using digital capabilities to improve the public

Vos also serves on the board of nTelos Wireless, a NASDAQ listed company, the Jed Foundation, a leading nonprofit dedicated

to protecting the emotional health of college students, and was a founding board member of MMRF, a pioneering cancer research foundation.

Aside from that provided above, Ms.

does not hold and has not held over the past five years any other directorships in any company with a class of securities registered

pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered

as an investment company under the Investment Company Act of 1940.

Vos is qualified to serve on our Board

of Directors because of her extensive executive skills in digital marketing and communications in the healthcare industry.

Lang joined our Board January 12, 2017.

He brings us more than 25 years of experience in healthcare data, analytic, and technology enabled business services.

is the CEO of Eversana, a leading independent provider of global commercial services to the life science industry, and also presently

serves as an executive advisor to Water Street, a strategic private equity firm focused exclusively on building market-leading

companies in healthcare.

In that capacity, he currently serves as Board Chairman to The Access Group, Health Strategies

Group, Alliance Life Sciences, and Dohmen Life Science Services.

He is also on the of BioVie (Nasdaq:BIVI)

a development-stage company pioneering an innovative therapeutic that targets complications due to liver cirrhosis.

Lang previously served as CEO of Decision

Resources Group, a leading healthcare research and consulting company providing high-value healthcare industry analysis and insights,

where he helped transform the company into an industry leader.

Earlier, he was president of Strategic Decisions Group, a premier

global strategy consultancy, and he expanded the life sciences practice and later sold it to IMS Health.

He is an active private

investor and advisor with healthcare companies, including Boston Heart Diagnostics (acquired by Eurofins) and AlphalmpactRx (acquired

by IMS Health).

Aside from that provided above, Mr.

does not hold and has not held over the past five years any other directorships in any company with a class of securities registered

pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered

as an investment company under the Investment Company Act of 1940.

Lang is qualified to serve on our Board

of Directors because of his extensive executive skills and background in the healthcare industry.

Patrick Spangler

Patrick Spangler has over 32 years

of experience in IPO’s, mergers and acquisitions, operations and financial management experience in the medical device and

health care IT industries.

As a transformational leader he has been responsible for driving high-performance emerging growth firms

as well as large publicly traded companies and has also served in the private equity sector successfully improving operational

results and exit strategies with a broad array of portfolio companies.

He currently serves as Chief Financial Officer of On Target

Laboratories which has developed fluorescent markers to target and illuminate cancer during surgery.

Prior to On Target Laboratories, Mr.

served as Chief Financial Officer of MHC Software supplying document automation software to a variety of industries.

Spangler served as Chief Financial Officer of Vigilanz Corporation, Chief Financial Officer of Healthland Inc, SVP and

CFO for Epocrates (EPOC), SVP and CFO of ev3 Inc.

(EVVV), and Executive Vice President and Chief Financial Officer and Assistant

Secretary for EMPI Inc (EMPI).

Prior to joining EMPI Inc.

Spangler served for over eleven years in various senior finance leadership

positions at Medtronic, Inc (MDT).

Spangler holds a Bachelor of Science

in Accounting from the University of Minnesota, a Master of Business Taxation from the University of Minnesota and a Master of

Business Administration from University of Chicago and also serves on the Board of Directors of Lifespace Communities Inc, and

previously served on the board of Urologix Inc (ULGX) a leader in less invasive in office BPH treatment.

Aside from that provided above, Mr.

does not hold and has not held over the past five years any other directorships in any company with a class of securities registered

pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered

as an investment company under the Investment Company Act of 1940.

Spangler is qualified to serve on our

Board of Directors because of his extensive executive skills and background in the healthcare industry and his finance experience.

Wasson, age 62, joined the Board in

Wasson is the former President and CEO of Walgreens Boots Alliance.

While president and CEO of Walgreens, Wasson

led the company to record sales of $76.4 billion in 2014.

He created significant shareholder value by completing game-changing

mergers and acquisitions, leading complex organizational and structural change, assembling a diverse and high-performance senior

leadership team, and establishing Walgreens as an industry leader.

Wasson is largely credited for transforming the iconic 114-year-old

domestic company into the first global pharmacy-led, health, well-being, and beauty enterprise via the successful merger with European-based

Alliance Boots in 2015.

Prior to being appointed president and

CEO of the combined companies, Walgreens Boots Alliance, Wasson had risen through the ranks through a number of positions of increasing

responsibility and executive leadership, starting as an intern at Walgreens in 1980.

Aside from that provided above, Mr.

does not hold and has not held over the past five years any other directorships in any company with a class of securities registered

pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered

as an investment company under the Investment Company Act of 1940.

Wasson is qualified to serve on our

Board of Directors because of his extensive executive skills and background in the healthcare industry.

Our bylaws authorize no less than three

(3) and no more than Seven (7) Directors unless changed by the Board of Directors.

We currently have six (6) Directors.

Term of Office

Our Directors are appointed for a one-year

term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our

Our officers are appointed by our board of directors and hold office until removed by the board, subject to their respective

employment agreements.

Significant Employees

We have no significant employees.

Family Relationships

There are no family relationships between

or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

Involvement in Certain Legal Proceedings

During the past 10 years, other than as

set forth below, none of our current directors, nominees for directors or current executive officers has been involved in any legal

proceeding identified in Item 401(f) of Regulation S-K, including:

Any petition under the Federal bankruptcy

laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for

the business or property of such person, or any partnership in which he or she was a general partner at or within two years before

the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two

years before the time of such filing;

Any conviction in a criminal proceeding

or being named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

Being subject to any order, judgment,

or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily

enjoining him or her from, or otherwise limiting, the following activities:

Acting as a futures commission merchant,

introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other

person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment

adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company,

bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with

such activity;

Engaging in any type of business practice;

Engaging in any activity in connection

with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws

or Federal commodities laws;

Being subject to any order, judgment

or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise

limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity Futures Trading

Commission, securities, investment, insurance or banking activities, or to be associated with persons engaged in any such activity;

Being found by a court of competent

jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil

action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

Being found by a court of competent

jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and

the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended

Being subject to, or a party to, any

Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated,

relating to an alleged violation of:

Any Federal or State securities or commodities

law or regulation;

Any law or regulation respecting financial

institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or

restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;

Any law or regulation prohibiting

mail or wire fraud or fraud in connection with any business entity;

Being subject to, or a party to, any

sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section

3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange

Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over

its members or persons associated with a member.

On January 29, 2018, FINRA accepted a Letter

of Acceptance, Waiver and Consent (No.

2015044865501) (the “Consent”) submitted by William Febbo.

From August 2012

to October 2015, Mr.

Febbo was the Financial and Operations Principal (FinOp) for a registered broker-dealer, Merriman Capital,

During certain months while Mr.

Febbo was FINOP, FINRA found that certain of Merriman’s net capital filings

with FINRA were inaccurate because of the method by which Merriman calculated net capital and that, when corrected, it was retroactively

determined that Merriman had operated below its minimum net capital requirements.

Febbo, as FinOp, signed certain of these reports

and was thus held responsible.

Based on the Consent, in settlement, Mr.

Febbo, who was then no longer registered with any broker-dealer,

accepted a fine of $5,000 and a 10-business day suspension from acting as FinOp for any FINRA member.

Director Independence

The Board of Directors reviews the independence

of our directors on the basis of standards adopted by the Nasdaq Stock Market (“Nasdaq”).

As a part of this review,

the Board of Directors considers transactions and relationships between our company, on the one hand, and each director, members

of the director’s immediate family, and other entities with which the director is affiliated, on the other hand.

of such a review is to determine which, if any, of such transactions or relationships were inconsistent with a determination that

the director is independent under Nasdaq rules.

As a result of this review, the Board of Directors has determined that each of

our directors other than Mr.

Febbo is an “independent director”

within the meaning of applicable Nasdaq listing standards.

Committees of the Board

The Board of Directors has three standing

committees to facilitate and assist the Board of Directors in the execution of its responsibilities:

(1) Nominating and Governance

(2) Audit Committee and (3) Compensation Committee.

Each committee acts pursuant to a written charter adopted by the

Board of Directors.

Each committee’s charter is available on our corporate website at http://www.optimizerx.com.

(The information

contained in our website is not incorporated into this Annual Report on Form 10-K.) All of the committees are comprised solely

of non-employee, independent directors as defined by Nasdaq market listing standards.

Nominating and Governance Committee

The Board of Directors has established

a Nominating and Governance Committee.

In 2020, the committee members were Directors Vos (Chair), Lang, and Halas.

The Nominating

and Corporate Governance Committee held 4 meetings during the fiscal year ended December 31, 2020.

The Nominating and Corporate

Governance Committee’s responsibilities, which are discussed in detail in its charter, include the responsibility to:

qualifications and criteria for selecting and evaluating directors and nominees;

and propose director nominees;

recommendations to the Board regarding Board compensation;

recommendations to the Board regarding Board committee memberships;

and recommend to the Board corporate governance guidelines;

an annual assessment of the performance of the Board and each of its standing committees;

the independence of each director and nominee for director;

other functions or duties deemed appropriate by the Board.

Compensation Committee

The Board of Directors has established

a Compensation Committee.

The Compensation Committee held 4 meetings during the fiscal year ended December 31, 2020, and held other

informal discussions as needed.

In 2020, the Committee was composed of Directors Halas, Spangler, Wasson, and Lang, and is chaired

by Director Lang.

The Compensation Committee’s responsibilities, which are discussed in detail in its charter, include the

responsibility to:

consultation with our senior management, establish our general compensation philosophy and oversee the development and implementation

of our compensation programs;

the base salary, incentive compensation and any other compensation for our Chief Executive Officer to the Board of Directors and

review and approve the Chief Executive Officer’s recommendations for the compensation of all other officers of our company

and its subsidiary;

our incentive and stock-based compensation plans, and discharge the duties imposed on the Compensation Committee by the terms

of those plans;

and approve any severance or termination payments proposed to be made to any current or former officer of our company;

other functions or duties deemed appropriate by the Board of Directors.

Audit Committee

In 2020, the Audit Committee was comprised

of Directors Halas, Spangler and Vos, and is chaired by Director Spangler.

The Audit Committee held four meetings during the fiscal

year ended December 31, 2020 and held informal discussions as necessary.

The Audit Committee approves the selection

of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial

In addition, the Audit Committee reviews the scope and results of the audit with the independent accountants, reviews

with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting

procedures, including our internal control over financial reporting, and considers other auditing and accounting matters including

fees to be paid to the independent auditor and the performance of the independent auditor.

For the fiscal year ending December 31,

2020, the Audit Committee:

Reviewed and discussed the audited financial statements with management, and

Reviewed and discussed the written disclosures and the letter from our independent auditors on the matters relating to the auditor’s independence.

Based upon the Audit Committee’s

review and discussion of the matters above, the board of directors authorized inclusion of the audited financial statements for

the year ended December 31, 2020 to be included in this Annual Report on Form 10-K and filed with the Securities and Exchange Commission.

The Board has determined that each member

of the Audit Committee qualifies as an audit committee financial expert as defined under applicable SEC rules and also meets the

additional criteria for independence of audit committee members set forth in Rule 10A-3(b)(1) under the Securities Exchange Act

of 1934, as amended.

Section 16(a) Beneficial Ownership Reporting

Section 16(a) of the Exchange Act requires

our directors and executive officers and persons who beneficially own more than ten percent of a registered class of the Company’s

equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other

equity securities of the Company.

Officers, directors and greater than ten percent beneficial shareholders are required by SEC

regulations to furnish us with copies of all Section 16(a) forms they file.

To the best of our knowledge based solely on a review

of Forms 3, 4, and 5 (and any amendments thereof) received by us, no persons have failed to file, on a timely basis, the identified

reports required by Section 16(a) of the Exchange Act during fiscal year ended December 31, 2020, other than the Company was late

in filing Form 4s related to its quarterly grant of shares to independent directors in one instance for directors, Lang, Wasson,

Vos, Halas, and Spangler.

In addition, director Lang had an additional late Form 4 and Director Wasson had a late Form 3 –

both related to issues with filing codes.

AWM Investment Company, Inc., was late in one instance in filing its Form 4 obligation.

Code of Ethics

In October 2017, the Board of Directors

adopted a Code of Ethics for the Company, which was attached to our 2017 Annual Report on Form 10-K as Exhibit 14.1.

of Disclosure Controls and Procedures.

We maintain disclosure

controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted

under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange

Commission’s rules and forms and accumulated and communicated to our management, including our Chief Executive Officer and Chief

Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures.

Our management, with

the participation of our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation, as of the end of the period

covered by this report, of the effectiveness of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e).

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period

covered by this report, our disclosure controls and procedures, as defined in Rule 13a-15(e), were effective at the reasonable assurance

Report on Internal Control Over Financial Reporting.

The Company’s

management is responsible for establishing and maintaining adequate internal control over financial

reporting, as defined in Exchange Act Rule 13a-15(f).

Internal control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles

in the United States of America.

The Company’s internal control over financial reporting includes those policies and procedures

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the Company;

reasonable assurance that transactions are recorded as necessary to permit preparation of

financial statements in accordance with generally accepted accounting principles, and that

receipts and expenditures of the Company are being made only in accordance with authorizations

of management and directors of the Company;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use, or disposition of the Company's assets that could

have a material effect on the financial statements.

of its inherent limitations, any system of internal control over financial reporting, no matter how well defined, may not prevent or detect

misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become

inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s

management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021.

making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

(COSO) in Internal Control — Integrated Framework (2013) .

Based on this assessment using those criteria, management

concluded that the Company’s internal control over financial reporting was effective as of December 31, 2021.

Our internal control over financial reporting

as of December 31, 2021, has been audited by UHY LLP an independent registered public accounting firm, as stated in their report which

is included in Item 8 of this report and is incorporated by reference herein.

in Internal Controls Over Financial Reporting .

no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act), that occurred during

the quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control

over financial reporting.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent

Directors, Executive Officers and

Corporate Governance

the information provided in PART I, Item 4.1, “Information About Our Executive Officers” and as set forth below,

the required information is incorporated by reference from our definitive proxy statement for our 2022 Annual Meeting of Shareholders,

including, but not necessarily limited to, the sections entitled “Proposal No.

1 Election of Directors, “Committees of the

Board of Directors” and “Information Regarding Security Holders – Delinquent Section 16(a) Reports.”

We have a Code of Business Conduct and Ethics

(the “Code”) that applies to our directors, officers, and employees.

Only the Board may grant a waiver of any provision for

a director, executive officer, or any other principal financial officer, and any such waiver, or any amendment to the Code, will be promptly

disclosed as required at www.optimizerx.com .

The Code can be found on the Company’s website at www.optimizerx.com under

“Investor Relations—Governance.” The information on the website is not and should

not be considered part of this Form 10-K and is not incorporated by reference in this Form 10-K.

Executive Compensation

The table below summarizes all compensation

awarded to, earned by, or paid to our current named executive officers for the fiscal years ended December 31, 2020 and 2019.

Name and principal position

CEO, Director

Chief Commercial Officer

Miriam Paramore (2)

Narrative Disclosure to the Summary

Compensation Table

Amounts reflected in All Other Compensation column for Mr.

Febbo in 2019 is composed of $11,200 employer matching contributions to the Company’s retirement plan and $4,000 for a term life policy.

The 2020 amounts are $11,400 employer matching contributions to the Company’s retirement plan and the balance for a term life policy.

Amount reflected in All Other Compensation for Ms.

Paramore for both years reflects employer matching contributions to the Company’s retirement plan.

Febbo joined the Company as CEO on

February 22, 2016.

In March 2020, the Board of Directors amended his contract to provide a base salary of $350,000 per year in

2020 and $400,000 per year in 2021.

In addition, he is eligible to participate in the Company’s executive bonus plan with

a target bonus of 60% of his annual salary.

He is also eligible for vacation, sick days, insurance, to participate in the Company’s

401k plan, and other benefits covering all employees.

Febbo’s contract also calls for him to be reimbursed $4,000 per

year for a separate term life insurance policy.

Febbo’s contract calls for 12 months of severance if he is terminated

without cause.

In February 2019, the Board of Directors

Febbo an additional 30,000 shares of restricted common stock if the Company achieves certain targeted stretch revenue

goals in 2019.

Those goals were not achieved, so the shares did not vest.

In March 2020, the Board of Directors granted Mr.

Febbo an additional 84,786 shares of restricted common stock that vested over the course of 2020.

In January 2021, the Board of

Directors granted Mr.

Febbo an additional 28,883 shares of restricted stock that vest annually over a 3 year period starting on

the date of grant.

Silvestro joined the Company as Chief

Commercial Officer on April 29, 2019.

Under the terms of his employment agreement, he received an annual base salary of $280,000

and a signing bonus of $30,000, paid in two installments of $15,000 in 2019.

In March 2020, the Board of Directors amended his

contract to increase his base salary to $300,000 for 2020.

In January 2021, the Board increased his base salary to $330,000 per

year, effective January 1, 2021.

In addition, he was eligible to participate in the Company’s executive bonus plan with a

target bonus of 40% of his annual salary.

In March 2020, the Board increased his target bonus percentage to 50% of his base salary.

He is also eligible for vacation, sick days, insurance, to participate in the Company’s 401k plan, and other benefits covering

all employees.

Silvestro’s contract also calls for 12 months of severance if he is terminated without cause.

Silvestro also received a grant of

90,000 shares of restricted common stock at the time of his employment.

The grant vests all at one time upon completion of five

years of employment.

In March 2020, the Board of Directors granted Mr.

Silvestro 105,993 options, which vest quarterly throughout

2020, to purchase shares of common stock at a price of $7.51 per share.

In January 2021, the Board of Directors granted Mr.

38,511 options, which vest annually over a three-year period beginning on the date of the grant, with an exercise price of $37.50

Paramore joined the Company as President

on August 1, 2017.

On September 10, 2018 Ms.

Paramore signed a new employment agreement calling for a base salary of $250,000.

In March 2020, the Board of Directors amended her contract to increase her base salary to $275,000 for 2020.

In January 2021, the

Board of Directors amended her contract to increase her base salary to $290,000 annually, effective January 1, 2021.

2021, the Board of Directors increased her annual base salary to $300,000.

In addition, she is eligible to participate in the Company’s

executive bonus plan with a target bonus of 40% of her annual salary.

She is also eligible for vacation, sick days, insurance,

to participate in the Company’s 401k plan, and other benefits covering all employees.

Paramore’s contract also

calls for 12 months of severance if she is terminated without cause.

In February 2019, the Board of Directors

Paramore 10,000 shares of restricted common stock that would vest if the Company achieves certain targeted stretch

revenue goals in 2019.

Those goals were not achieved, so the shares did not vest.

In March 2020, the Board of Directors granted

Paramore 63,558 options, which vested quarterly through 2020, to purchase shares of common stock at a price of $7.51 per share.

In January 2021, the Board of Directors granted Ms.

Paramore 24,093 options, which vest annually over a three-year period beginning

on the date of the grant, with an exercise price of $37.50 per share.

For all three named executive officers,

the executive bonus plan contains a provision whereby each officer could receive a bonus ranging from $0 to $1.0 million if a

change of control transaction occurs prior to December 31, 2021, depending up on the transaction price.

Outstanding Equity Awards at Fiscal

The table below summarizes all unexercised

options, stock that has not vested, and equity incentive plan awards for each named executive officers as of December 31, 2020.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS

Unexercisable

of Stock That

Steve Silvestro

Miriam Paramore

Director Compensation

The table below summarizes all compensation

of our directors as of December 31, 2020:

Patrick Spangler

Narrative Disclosure to the Director

Compensation Table

Pursuant to our Director Compensation Plan,

independent directors (“Outside Directors”) received:

(a) an annual cash retainer for Board and

Committee service in 2020 as set forth in the table below, payable in equal quarterly installments, and

(b) reimbursement for expenses related

to Board meeting attendance and any committee participation.

Basic Director Fee

Audit Committee Chair

In addition, Outside Directors also each

received $100,000 of Common Stock per year, payable in equal quarterly installments, which vested immediately upon issuance.

that are also employees of our company shall not receive additional compensation for serving on the Board.

Both the cash retainer

and stock awards are prorated for partial quarters of service when a new Director joins the Board.

Directors are expected to attend four meetings

per year as well as spend an additional 10 –

20 hours per month on company matters.

Security Ownership of Certain

Beneficial Owners and Management and Related Stockholder Matters.

CERTAIN BENEFICIAL OWNERS

The following table sets forth the

beneficial ownership by each person, other than executive officers and directors, known to us to beneficially own 5% or more

of our outstanding common stock as of March 3, 2021.

For the purposes of this Annual Report, beneficial ownership

of securities is defined in accordance with the rules of the SEC to mean generally the power to vote or dispose of

securities, regardless of any economic interest therein, including any such security that the person has the right to acquire

within 60 days after such date.

More Than 5% Beneficial Owners:

Name and Address

BlackRock, Inc.(1)

55 East 52nd Street

New York, NY 10055

55 East Monroe Street, Suite 3700

Chicago, IL 60603

As stated in a Schedule 13G/A filed with the Securities and Exchange Commission on January 29, 2021.

As stated in a Schedule 13D/A filed with the Securities and Exchange Commission on September 27, 2019.

SECURITY OWNERSHIP OF MANAGEMENT

Set forth below is certain

information with respect to beneficial ownership of our common stock as of March 3, 2021, by each director, each

named executive officer, and by the directors and all executive officers as a group.

Unless otherwise indicated, each person

or member of the group listed has sole voting and investment power with respect to the shares of common stock listed.

Options Included

in Beneficial

Ownership (2)

Steve Silvestro

Miriam Paramore

Patrick Spangler

All Executive Officers and Directors as a group (10 persons)

address of each person named in this table is c/o OptimizeRx Corp., 400 Water Street, Suite 200, Rochester, MI 48307.

(2) This column lists shares that are

subject to options exercisable within sixty (60) days of March 3, 2021 and are included in common stock beneficial

ownership pursuant to Rule 13d-3(d)(1) of the Exchange Act.

The required information is incorporated

by reference from our definitive proxy statement for our 2022 Annual Meeting of Shareholders, including, but not necessarily limited to,

the sections entitled “Director Compensation” and “Executive Compensation.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters.

the information set forth below, the required information is incorporated by reference from our definitive proxy statement for our 2022

Annual Meeting of Shareholders, including, but not necessarily limited to, the section entitled “Information Regarding Security

Equity Compensation Plan Information

The following table details information

regarding our existing equity compensation plans as of December 31, 2021:

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted- average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders

2013 Equity Compensation Plan – Options

2013 Equity Compensation Plan – Restricted Stock Units

2021 Equity Incentive Plan – Options

2021 Equity Incentive Plan – Restricted Stock Units

Equity compensation plans not approved by security holders

Certain Relationships and Related

Transactions, and Director Independence

Other than the transactions described under

the heading “Executive Compensation”

(or with respect to which such information is omitted in accordance with SEC regulations),

there have not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or

will be a participant in which the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average

of our total assets at year-end for the last two completed fiscal years, and in which any director, executive officer, holder of

5% or more of any class of our capital stock or any member of the immediate family of any of the foregoing persons had or will

have a direct or indirect material interest, other than compensation paid in the normal course of business to executive officers.

Principal Accounting Fees and Services

Below are tables of Audit Fees (amounts

in US$) billed by our auditors in connection with the audit of the Company’s annual financial statements and review of the

quarterly financial statements for the years indicated below:

Our 2020 financial statements were audited by UHY LLP.

Our 2019 financial

statements were audited by Marcum, LLP.

Financial Statements for the Year Ended December 31

Audit Services

Audit Related

Financial Statements for the Year Ended December 31

Audit Services

Audit Related

Exhibits, Financial Statements Schedules

Financial Statements and Schedules

The following financial statements and schedules listed

below are included in this Form 10-K.

Financial Statements (See Item 8)

Articles of Incorporation of OptimizeRx Corporation (the “Company”) 1

Amended and Restated Bylaws of the Company 2

information is incorporated by reference from our definitive proxy statement for our 2022 Annual Meeting of Shareholders, including, but

not necessarily limited to, the sections entitled “Certain Relationships and Related Transactions” and “Corporate Governance

- Director Independence.”

Principal Accounting Fees

information is incorporated by reference from our definitive proxy statement for our 2022 Annual Meeting of Shareholders, including, but

not necessarily limited to, the sections entitled “Ratification of UHY LLP as Independent Registered Public Accounting Firm –

Independent Registered Public Accountant Fee Information” and “Ratification of UHY LLP as Independent Registered Public Accounting

Firm – Pre-Approval Policies and Procedures.”

Exhibits and Financial Statements Schedules

(a) The consolidated financial statements

and exhibits listed below are filed as part of this Annual Report on Form 10-K.

(1) The Company’s consolidated financial statements, the notes thereto and the report of the Independent Registered Public Accounting

Firm are included in PART II, Item 8.

“Financial Statements and Supplementary Data.”

(2) Financial statement schedules have been omitted because they are not applicable, not required, or the required information is included

in the Consolidated Financial Statements or Notes thereto.

(3) Exhibits.

Reference is made to Item 15(b) below.

(b) Exhibits .

The Exhibit Index, which immediately precedes the signature page, is incorporated by reference into this Annual Report on Form 10-K.

Reference is made to Item 15(a)(2) above.

Form 10-K Summary

EXHIBIT INDEX

Articles of Incorporation of OptimizeRx Corporation (the “Company”) Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (Registration No.

333-155280) filed on November 12, 2008.

Certificate of Correction, dated April 30, 2018.

Incorporated by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Second Amended and Restated Bylaws of the Company.

Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 25, 2021.

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

Fourth Amended and Restated 2013 Equity Incentive Plan.

Amendment to Employment Agreement with William Febbo, dated March, 10, 2020 5

Amendment to Employment Agreement with Stephen Silvestro, dated March, 10, 2020 5

Amendment to Employment Agreement with Miriam Paramore, dated March, 10, 2020 5

Employment agreement with Marion Odence-Ford dated February 8, 2021 6

Code of Business Conduct and Ethics 7

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 12, 2020.

OptimizeRx 2021 Equity Incentive Plan.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 25, 2021.

Form of Stock Option Award for grants under the OptimizeRx Corporation 2021 Equity Incentive Plan.

Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 25, 2021.

Form of Performance Stock Option Award for grants under the OptimizeRx Corporation 2021 Equity Incentive Plan.

Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 25, 2021.

Form of Restricted Stock Unit Award for grants under the OptimizeRx Corporation 2021 Equity Incentive Plan.

Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on August 25, 2021.

Form of Performance Restricted Stock Unit Award for grants under the OptimizeRx Corporation 2021.

Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on August 25, 2021

Amended Employment Agreement by and between the Company and William J.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 26, 2019.

Amendment to the Employment Agreement with William Febbo.

Incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Addendum to the Employment Agreement with William J.

Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.

Third Addendum to the Employment Agreement with William J.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 19, 2021.

Amended Employment Agreement with Miriam Paramore.

Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 14, 2018.

Amendment to the Employment Agreement with Miriam Paramore.

Incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Letter Agreement by and between the Company and Miriam Paramore.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 22, 2021.

Employment Agreement by and between the Company and Stephen Silvestro.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 3, 2019.

Amendment to the Employment Agreement with Stephen Silvestro.

Incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Employment Agreement with Marion Odence-Ford.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 11, 2021.

Offer Letter by and between the Company and Edward Stelmakh.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 30, 2021.

Code of Business Conduct and Ethics Incorporated by reference to Exhibit 14.1 to the Company’s Current Report on Form 8-K filed on June 25, 2021.

List of Subsidiaries

Consent of Marcum LLP

Consent of UHY LLP

3 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 formatted in Extensible Business Reporting Language (XBRL).

1 Incorporated

by reference to the Form S-1, filed by the Company with the Securities and Exchange Commission on November 12, 2008.

2 Incorporated

by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on July 16, 2010.

3 Incorporated

by reference to the Form 10-K, filed by the Company with the Securities and Exchange Commission on March 12, 2019,

4 Incorporated

by reference to the Form 8-K filed by the Company with the Securities and Exchange Commission on March 12, 2020.

5 Incorporated

by reference to the Form 10-K, filed by the Company with the Securities and Exchange Commission on March 26, 2020.

6 Incorporated by reference to the Form 8-K, filed by

the Company with the Securities and Exchange Commission on February 11, 2021

7 Incorporated

by reference to the Form 10-K filed by the Company with the Securities and Exchange Commission on March 8, 2018.

Pursuant to the requirements of Section

13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

Inline XBRL Instance Document

Inline XBRL Schema Document

Inline XBRL Calculation Linkbase Document

Inline XBRL Definition Linkbase Document

Inline XBRL Label Linkbase Document

Inline Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

† Management Contracts and Compensatory Plans, Contracts or Arrangements.

* 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.

** Provided herewith.

Pursuant to the requirements of Section 13 or

15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized.

OptimizeRx Corporation

1 unchanged sentence

William Febbo

Chief Executive Officer, Principal Executive Officer

March 8, 2021

/s/ Douglas P.

Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer

March 8, 2021

Chief Executive Officer

February 28, 2022

/s/ Edward Stelmakh

Edward Stelmakh

Chief Financial Officer

Chief Operations Officer

February 28, 2022

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities

and on the dates indicated.

/s/ William J.

Chief Executive Officer, Principal Executive Officer and Director

March 8, 2021

/s/ James Lang

March 8, 2021

Chairman and Director

March 8, 2021

/s/ Patrick Spangler

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

Chief Executive Officer

(principal executive officer)

Edward Stelmakh

Chief Financial Officer

and Chief Operations Officer

Edward Stelmakh

(principal financial and

accounting officer)

Patrick Spangler

March 8, 2021

/s/ Greg Wasson

March 8, 2021

Patrick Spangler

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures