What changed in this filing

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Item 9A. Controls and Procedures

2023-03-10 compared with 2015-09-16 · 200 added, 577 removed, 3 unchanged (100% of the section changed)

Controls and Procedures

of Disclosure Controls and Procedures

required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our

disclosure controls and procedures as of the end of the period covered by this annual report, being December 31, 2014.

This evaluation

was carried out under the supervision of, and with the participation of, our management, including our Chief Executive Officer

and Chief Financial Officer.

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed

in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within

the time periods specified in the Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures

include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed

under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer

and Chief Financial Officer, to allow timely decisions regarding required disclosure.

upon that evaluation, we have concluded that our disclosure controls and procedures are not sufficient as of the end of the period

covered by this annual report.

We intend to implement additional procedures to improve disclosure controls.

Management’s

Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule

13a-15(f) under the Securities Exchange Act of 1934).

Management has assessed the effectiveness of our internal control over financial

reporting as of December 31, 2014 based on criteria established in Internal Control-Integrated Framework issued by the Committee

Evaluation 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.

In connection with the Company’s Original

Filing, 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, at the time the Company filed the Original Filing, our Chief Executive Officer

and our Chief Financial Officer 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 level.

because of the material weakness in our internal control over financial reporting identified by a subsequent review described below, our

management, with the participation of our Chief Executive Officer and Chief Financial Officer, re-evaluated our disclosure controls and

procedures and concluded such controls were not effective as of December 31, 2021.

A 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 a Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Notwithstanding the material

weakness, our management has concluded, based on substantive testing performed, that the

Company’s consolidated financial statements included in the Original Filing fairly present in all material respects the Company’s

financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report, in conformity

with accounting principles generally accepted in the United States.

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 Exchange Act Rule 13a-15(f).

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 that:

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

and dispositions of the assets of the Company;

● provide 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;

● provide 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.

Because 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.

In 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, at the time the Company filed the Original Filing, management concluded

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

Subsequent to the Original

Filing, UHY LLP, our independent registered public accounting firm, advised the Company that in the course of a post-engagement review,

they believed that a potential undisclosed weakness in our internal control over financial reporting may have existed as of December 31,

As a result, we re-evaluated, under the supervision and with the participation of our management, including our Chief Executive

Officer and Chief Financial Officer, the effectiveness of the Company’s internal control over financial reporting and

identified the following material weakness existed as of December 31, 2021:

inadequate controls to ensure that data received from

third-party service organizations is complete and accurate.

As a result, the Company’s management

has concluded that we did not maintain effective internal control over financial reporting as of December 31, 2021, based on the criteria

in Internal Control - Integrated Framework (2013) issued by the Committee

of Sponsoring Organizations of the Treadway Commission.

As a result of this assessment, management concluded that, as of December

31, 2014, our internal control over financial reporting was not effective.

Our management identified the following material weaknesses

in our internal control over financial reporting, which are indicative of many small companies with small staff:

(i) inadequate

segregation of duties and effective risk assessment;

and (ii) inadequate information technology reporting systems to insure that

accurate information is provided for accounting and financial reporting with respect to the requirements and application of both

US GAAP and SEC guidelines.

have taken steps to enhance and improve the design of our internal control over financial reporting.

During the period covered

by this annual report on Form 10-K, we have not been able to completely remediate the material weaknesses identified above.

remediate such weaknesses, we hope to implement the following changes during our fiscal year ending December 31, 2015.

developed, and will continue to develop, analytical procedures and reports which help identify potential errors.

procedures that were developed that led to identification of the items that required restatement of the 2013 financial results.

In addition, we intend to continue to develop improvements to the reporting systems in our information technology systems.

May 12, 2014, we appointed a Chief Financial Officer with 23 years of public company experience.

We will continue to establish

procedures to mitigate the segregation of duties issues, but it is not possible to completely remediate the issue without hiring

additional personnel.

annual report does not include an attestation report of our registered public accounting firm regarding internal control over

financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant

to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection

the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has

materially affected or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Directors, Executive Officers and Corporate Governance

following information sets forth the names, ages, and positions of our current directors and executive officers as of December

and Offices Held

Chief Executive Officer, Chief Strategic Officer and Director

Operating Officer, Secretary, Treasurer and Director (1)

of Sales and Director

Financial Officer

(1) Effective

February 1, 2015 Mr.

Lester moved from the role of Chief Operating Officer to Vice President,

Channel Management.

forth below is a brief description of the background and business experience of each of our current executive officers and directors.

Harrell founded the Company in January of 2006.

He became a director when the Company changed from a limited liability

to a corporation in 2007.

He has served as our Chairman since September 20, 2013, our Chief Strategic Officer since August

14, 2013 and our Chief Executive Officer since September 20, 2013.

Harrell was the Vice President of Development for Meridian

Incorporated from 2003-2005 and, prior to that, had been Vice President of Sales and Marketing since 1999 at Advance Graphic Systems.

Harrell has spent two decades leading sales, marketing and business development units within the pharmaceutical and national retail

Prior to his work at Advance Graphic Systems, Mr.

Harrell served for ten years at SmithKline Beecham, specializing

in the managed markets healthcare segment.

As part of the Integrated Health Division, Mr.

Harrell was responsible for contracting

and achieving regional revenue growth for SmithKline Beecham's four business units:

Pharmaceuticals, Consumer Health, Clinical

Labs and Diversified Pharmaceutical Services (PBM).

During his tenure with SmithKline Beecham, he was a recipient of numerous

national awards and served as a member of the Division's Strategic Planning Committee.

Harrell graduated from Oakland University

with a Bachelor of Science in Business Administration.

from that provided above, Mr.

Harrell 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.

Harrell is qualified to serve on our Board of Directors because of his sales, marketing and business development experience in

the pharmaceutical sector.

Lester served as our Secretary since July 28, 2010, and Chief Operating Officer since January 14, 2013 until he transitioned to

Vice President, Channel Management in January 2015.

Lester is a business veteran whom has accumulated over thirty years of

executive experience in the areas of business, marketing, sales, operations, technology, and leadership.

Prior to accepting his

new role with us, Mr.

Lester held the title of Director, Consumer & Industrial Products Marketing for Deloitte LLP.

his tenure at Deloitte, he established Deloitte as a leader through innovative programs and strategic partnerships.

Prior to Deloitte,

he worked with Sun Microsystems as Director, Industry Strategy & Marketing, and Manufacturing Industries.

Lester has worked with Governor Tommy Thompson, former Secretary of Health & Human Services, on health care reform and cost

partnered with Governor Tom Ridge, former head of Homeland Security on defending cyber security initiatives;

active participant within the National Association of Manufacturers and the Manufacturing Institute worked with former Michigan

Governor John Engler, now President of the National Association of Manufacturers, on challenges inhibiting the competitiveness

of manufacturers like health care reform, trade policy, renewable energy, business tax reform, and sustainability.

from that provided above, Mr.

Lester 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.

Lester is qualified to serve on our Board of Directors because of his sales, marketing and business development experience in

the pharmaceutical sector.

Hamilton joined the Company as a Director and VP of Sales in February 2008.

Prior to that, Mr.

Hamilton was Manager at MedImmune

since 2005 and was Senior National Account Manager for Glaxo SmithKline pharmaceuticals for 13 years prior to that.

has spent the last 19 years working in the pharmaceutical and biotech arenas within various sales, marketing and managed markets

management positions.

He also has held many positions within the pharmaceutical and biotech industries, including District Manager,

Brand Manager, Managed Market Specialist, Contract Manager, and Government Account Manager.

from that provided above, Mr.

Hamilton 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.

Hamilton is qualified to serve on our Board of Directors because of his sales, marketing and business development experience in

the pharmaceutical sector.

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 and currently serves as a consultant to that Company.

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, Inc.

He also serves as a director for Triangle Petroleum Corp.

and Hooper Holmes, Inc.

from that provided above, Mr.

Halas 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”

2007 to the present, Dr.

Pinney has served as Team Physician to the Great Lakes Loons baseball team in the LA Dodgers organization.

From 2011 to the present, he has served as Medical Director for WellSport MidMichigan Medical Center.

From 1992 to the present,

he has served as Assistant Clinical Professor of Family Medicine for the Department of Family Medicine at Michigan State University

College of Human Medicine.

From 1992 to 2012, he served as Assistant Director for the Midland Family Practice Residency Program

at MidMichigan Medical Center.

from that provided above, Dr.

Pinney 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.

Pinney is qualified to serve on our Board of Directors because of his expertise medicine and prescription practices of physicians.

Baker has served as our CFO since May 19, 2014.

Baker is a Certified Public Account with a Masters Degree in Business Administration.

He has extensive business experience including 9 years in public accounting with Plante Moran, 4 years as CFO 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 company.

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

currently Chairman of the Board of Total Health Care, Inc., a Detroit based Health Maintenance Organization and has been a member

of that Board since 1987.

from that provided above, Mr.

Baker 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.

bylaws authorize two (2) directors unless changed by the Board of Directors.

The board has since changed the number of directors

authorized, and we currently have five (5) Directors.

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 bylaws.

Our officers are appointed by our board of directors and hold office until

removed by the board, subject to their respective employment agreements.

have no significant employees other than our officers and directors.

Relationships

are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become

directors or executive officers.

in Certain Legal Proceedings

the past 10 years, 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 or vacated;

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.

do not have a separately-designated standing audit committee.

The entire board of directors performs the functions of an audit

committee, but no written charter governs the actions of the board of directors when performing the functions of that would generally

be performed by an audit committee.

The board of directors approves the selection of our independent accountants and meets and

interacts with the independent accountants to discuss issues related to financial reporting.

In addition, the board of directors

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 and considers other auditing and accounting

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

the fiscal year ending December 31, 2014, the board of directors:

and discussed the audited financial statements with management, and

and discussed the written disclosures and the letter from our independent auditors on

the matters relating to the auditor's independence.

upon the board of directors’

review and discussion of the matters above, the board of directors authorized inclusion of

the audited financial statements for the year ended December 31, 2014 to be included in this Annual Report on Form 10-K and filed

with the Securities and Exchange Commission.

16(a) Beneficial Ownership Reporting Compliance

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.

best of our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us, the following

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, 2014:

Name and principal position

Transactions not

timely reported

Known failures to

file a required form

CEO, Chairman, Chief Strategic Officer and Director

COO, Secretary, Treasurer and Director

VP of Sales and Director

of December 31, 2014, we had not adopted a Code of Ethics.

We felt, until recently, the small number of individuals comprising

our board and management did not warrant the adoption of a Code of Ethics.

Now that we have expanded our board, we intend to adopt

a Code of Ethics in the near future.

Executive Compensation

below summarizes all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal years

ended December 31, 2014 and 2013.

Name and principal position

Shad Stastney

Former Chairman, President, CEO and Director

Chairman, Chief Executive Officer, Chief Strategic Officer and Director

COO, Secretary, Treasurer and Director

VP of Sales and Director

Douglas Baker

Disclosure to the Summary Compensation Table

September 20, 2013, we entered into a Separation Agreement with Mr.

Stastney regarding the terms and conditions of his departure

from the Company (the “Agreement”).

Pursuant to the provisions of the Agreement, we agreed with Mr.

Stastney as follows:

of the date of the Agreement, Mr.

Stastney was no longer an officer or director of our

company and all prior agreements with Mr.

Stastney were terminated in their entirety;

Stastney received 500,000 shares of our common stock, half in September 2013 and the

balance in January, 2014;

agreed to use our best efforts to register Mr.

Stastney’s shares on Form S-8 by

March 1, 2014 if such shares were eligible for S-8 registration;

Stastney $126,762 and his reasonable out of pocket expenses incurred on our

parties agreed to a mutual release of all claims and Mr.

Stastney further agreed to certain

covenants as provided for in the Agreement;

Stastney was involved with the company as a consultant for one year to assist us on financing

activities, strategic and legal initiatives, and to help the transition with several

ongoing projects.

June 1, 2008, we entered into an employment agreement with Mr.

Harrell to serve as our CEO.

The agreement was amended on January

14, 2013 to account for his new positions as CSO and Vice Chairman.

The terms of his compensation, was an annual salary of $144,000

with a 5% cost of living increase on each 12 month anniversary.

Harrell is also eligible for additional quarterly and annual

bonus compensation, stock options, and stock grants based on performance metrics outlined by our board of directors.

He is entitled

to vacation and sick days, and other benefits included in the agreement.

On March 18, 2010, we entered into an addendum to the

employment agreement to increase his compensation to $152,004 annually.

July 28, 2010, we amended Mr.

Harrell’s employment agreement to include a covenant not to compete covering the term of employment

and continuing for a period of two years thereafter.

As a result of the same amendment, Mr.

Harrell is entitled to severance payments

if he is terminated with or without cause.

Such payments would be due monthly at his then current salary rate for a period of

24 months following termination.

On August 14, 2013, we amended the employment agreement with Mr.

Harrell Pursuant to the terms

and conditions of the Amendment to Employment Agreement with David Harrell:

Harrell will serve as Vice Chairman of the Board and Chief Strategy Officer of our company;

Harrell’s employment shall be for one year, and shall automatically

renew for each year thereafter unless terminated on thirty days’

notice before

the end of the term;

Harrell will earn a base salary of $183,750 per year;

Harrell’s contract also contains

a provision providing for a 5% annual salary increase, which he waived on various occasions in the past.

On August 14, 2013 we

granted restricted stock awards under our 2013 Incentive Plan.

David Harrell was awarded 121,875 shares of our common stock.

The award vested in 2014 and was valued at $1.69 per share.

Harrell was granted an additional restricted stock award of 100,000

shares under our 2013 Incentive Plan on January 9, 2014.

This award was fully vested at the time of grant and was valued at $1.89

April 6, 2009, we entered into an employment agreement with Mr.

Lester to serve as our Chief Executive Officer.

The agreement

was amended on January 14, 2013 to account for his new positions as COO, Secretary and Treasurer.

Under the agreement, we agreed

to compensate Mr.

Lester $150,000 annually and we granted him options to purchase 500,000 shares of our common stock, with 25%

vesting immediately and 25% vesting after the completion of each quarter of hire.

Lester is also eligible for additional quarterly

and annual bonus compensation, stock options, and stock grants based on performance metrics outlined by our board of directors.

He is entitled to vacation and sick days, and other benefits included in the agreement.

August 14, 2013, we amended the employment agreement with Mr.

Pursuant to the terms and conditions of the Amendment to

Employment Agreement with David Lester:

Lester will serve as Chief Operating Officer of our company;

Lester will earn a base salary of $157,500 per year.

March 16, 2014, Mr.

Lester’s salary was increased to a base salary of $165,000, but no formal contract amendment was signed.

Lester was granted a restricted stock award of 50,000 shares under our 2013 Incentive Plan on January 9, 2014.

This award was

fully vested at the time of grant and was valued at $1.89 per share.

February 1, 2015, Mr.

Lester’s employment contract was terminated.

On that date, he moved from Chief Operating Officer to

the role of Vice President, Channel Management and his new salary is $135,000 per year.

He continues to be entitled to vacation,

sick days, and the other benefits afforded to all employees.

August 1, 2008, we entered into an employment agreement with Mr.

Hamilton to serve as our VP of Sales.

Under the agreement, we

agreed to compensate Mr.

Hamilton $120,000 annually and we granted him options to purchase 150,000 shares of our common stock

Hamilton is also eligible for additional quarterly and annual bonus compensation, stock options, and stock grants

based on performance metrics outlined by our board of directors.

He is entitled to vacation and sick days, and other benefits

included in the agreement.

On March 18, 2010, we entered into an addendum to the employment agreement to increase his compensation

to $150,000 annually.

July 28, 2010, we amended Mr.

Hamilton’s employment agreement to include a covenant not to compete covering the term of

employment and continuing for a period of one year thereafter.

As a result of the same amendment, Mr.

Hamilton is entitled to

severance payments if he is terminated with or without cause.

Such payments would be due monthly at his then current salary rate

for a period of 12 months following termination.

On August 14, 2013, we amended the employment agreement with Mr.

to the terms and conditions of the Amendment to Employment Agreement with Terry Hamilton:

Hamilton will earn a base salary of $157,500 per year.

March 16, 2014, Mr.

Hamilton’s salary was increased to a base salary of $165,000, but no formal contract amendment was signed.

His salary remains at that level as of the date of this filing.

August 14, 2013 we granted restricted stock awards under our 2013 Incentive Plan.

Hamilton was awarded 215,625 shares of our

common stock.

The award vested in 2014 and was valued at $1.69 per share.

Hamilton was granted an additional restricted stock

award of 50,000 shares under our 2013 Incentive Plan on January 9, 2014.

This award was fully vested at the time of grant and

was valued at $1.89 per share.

May 12, 2014, we entered into an employment agreement with Mr.

Baker, our new Chief Financial Officer.

Under the agreement, we

agreed to compensate Mr.

Baker $125,000 annually and we granted him options to purchase 100,000 shares of our common stock, with

50% vesting after one year and 50% vesting after two years of hire.

The options were valued at 1.3111 per share, or a total of

$131,110, for financial statement purposes using the Black-Scholes pricing model.

Baker is also eligible for additional quarterly and annual bonus compensation, stock options, and stock grants based on

performance metrics outlined by our board of directors.

He is entitled to vacation and sick days, and other benefits included

in the agreement.

As of April 1, 2015, Mr.

Baker’s base salary will be increased to $150,000, but no formal contract

amendment has been signed.

Equity Awards at Fiscal Year-End

below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive

officers as of December 31, 2014.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested ($)

Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Douglas Baker

table below summarizes all compensation of our directors as of December 31, 2014.

Fees Earned or Paid in Cash ($)

Stock Awards ($)

Option Awards ($)

All Other Compensation ($)

Disclosure to the Director Compensation Table

to our Director Compensation Plan, non-employee directors (“Outside Directors”) shall receive (a) a $25,000 annual

cash retainer, payable in equal quarterly installments, and (b) reimbursement for expenses related to Board meeting attendance

and any committee participation.

Directors are expected to attend four meetings per year as well as spend an additional 10 –

20 hours per month on company matters.

In addition, Outside Directors shall receive 25,000 shares of Common Stock, payable in

equal quarterly installments, which shall vest immediately.

Directors 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.

Pinney and Mr.

Halas joined the Board in August, 2014.

Security Ownership of Certain Beneficial Owners and Management and Related

BENEFICIAL OWNERS

following table sets forth the beneficial ownership by each person, other than executive officers, known to us to beneficially

own 5% or more of our outstanding common stock as of March 20.

This information is based on public filings as of March 20,

For the purposes of this Annual Report on Form 10-K, 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

Common Shares Owned

Percentage of Class

Wolverine Flagship Fund

Trading Limited (8)

175 W Jackson Blvd, 3rd Flr

Chicago, IL 60604

110 El Mirasol

Palm Beach, FL 33480

Goldman Capital Management, Inc.

767 Third Ave., 25 th Floor

New York, NY 10017

55 East Monroe Street, Suite 3700

Chicago, IL 60603

OWNERSHIP OF MANAGEMENT

forth below is certain information with respect to beneficial ownership of OptimizeRx’s common stock as of March 20, 2015,

by each Director, each Named Executive Officer, and by the directors and 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 (1)

Shares Related to Stock Awards and Note Payable (2)

All Executive Officers and

Directors as a group (6 persons)

column lists shares that are subject to options exercisable within sixty (60) days of

March 20, 2015, and are included in common stock beneficial ownership pursuant to Rule

13d-3(d)(1) of the Exchange Act.

column lists shares that are obtainable as result of stock awards for shares not yet

issued or notes that are payable in stock as of March 20, 2015.

Certain Relationships and Related Transactions, and Director Independence

than described below or 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.

March 17, 2014, we raised gross proceeds of $10,000,000 in an unregistered offering (the “Offering”) with certain

accredited investors.

We used a portion of the net proceeds of the Offering to exercise the Securities Redemption Option Agreement,

as amended, with Vicis Capital Master Fund (“Vicis”) that provides us with an option to purchase all of the outstanding

shares and derivative securities held by Vicis for total payment of six million dollars ($6,000,000).

The shares and derivative

securities include the Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Common Stock, and warrants

to purchase shares of common stock held by Vicis in our company.

In connection with this fundraising, we agreed to grant 200,000

shares of fully vested common stock to officers David, Harrell, David Lester, and Terry Hamilton.

In February 2014, we agreed to grant

337,500 shares of common stock, half of which vested immediately and half of which vested in August 2014, to both David Harrell

and Terry Hamilton as bonuses based on their efforts to recapitalize the company to secure approximately $3 million in working

capital while reducing potential fully diluted shares by approximately 7 million shares.

Stock-based compensation related to these

bonuses was $570,375 during the year ended December 31, 2014.

These shares have not yet been issued and are recorded as stock payable,

but can be requested by the officers at any time.

Principal Accounting Fees and Services

the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial

statements and review of the quarterly financial statements for the years ended:

Financial Statements for the

Year Ended December 31

Audit Services

Audit Related Fees

Exhibits, Financial Statements Schedules

Financial Statements and Schedules

The following financial statements and schedules listed below are included in this Form 10-K.

Statements (See Item 8)

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

and Restated Bylaws of the Company 1

of Designation, filed on September 5, 2008, with the Secretary of State of the State of Nevada by the Company 1

Agreement between the Company and Terry Hamilton, dated August 1, 2008 2

Agreement between the Company and David Harrell, dated June 1, 2008 2

Agreement Addendum between the Company and Terry Hamilton, dated March 18, 2010 2

Agreement Addendum between the Company and David Harrell, dated March 18, 2010 2

to Employment Agreement between the Company and Terry Hamilton, dated July 28, 2010 3

to Employment Agreement and David Harrell, dated July 28, 2010 3

Agreement between the Company and Shad Stastney, dated January 14, 2013 4

Redemption Option Agreement, dated January 10, 2013 5

to Employment Agreement between the Company and Shad Stastney, dated August 14, 2013 6

to Employment Agreement between the Company and Terry Hamilton, dated August 14, 2013 6

to Employment Agreement between the Company and David Harrell, dated August 14, 2013 6

Agreement between the Company and Shad Stastney, dated September 20, 2013 7

1 to Securities Redemption Option Agreement 8

Purchase Agreement 9

Rights Agreement 9

Agreement between the Company and Douglas P.

Baker, dated May 12, 2014 10

of Subsidiaries 1

Certification

of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302

of the Sarbanes-Oxley Act of 2002

Certification

of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302

of the Sarbanes-Oxley Act of 2002

Certification

of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section

906 of the Sarbanes-Oxley Act of 2002

following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 formatted in

Extensible Business Reporting Language (XBRL).

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

Incorporated by reference to the Form 10-K, filed by the Company with the Securities and Exchange Commission on March 31,

Incorporated by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on July 30,

Incorporated by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on January 18,

Incorporated by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on January 11,

Incorporated by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on August 15,

Incorporated by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on September

Incorporated by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on January 2,

Incorporated by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on March 18,

Incorporated by reference to the Form 8-K, filed by the Company with the Securities and Exchange Commission on May 14, 2014.

Incorporated by reference to the Form S-1/A filed by the Company with the Securities and Exchange Commission on May 12,

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.

Accordingly, management has revised its report on internal control over financial

UHY LLP, our independent registered public accounting

firm that audited the consolidated financial statements included in our previously filed Annual Report on Form 10-K for the year ended

December 31, 2021, has reissued an adverse audit report on the effectiveness of the Company’s internal control over financial reporting

as of December 31, 2021 dated February 28, 2022, except as to the restatement of the effectiveness of internal control over financial

reporting which is as of March 10, 2023.

This reissued audit report is included in Item 8 of this

Amendment No.

1 and is incorporated by reference herein.

Plan for Remediation

of Material Weakness

Management is actively

engaged in the planning for, and implementation of, remediation efforts to address the material weakness identified above.

intends to implement the following remediation steps:

Company will require each third-party service organization to provide a SOC-1, Type 2 report

a SOC-1, Type 2 report is not available, the Company will evaluate each third-party’s

relevant system(s) and reporting directly through inquiry and substantive testing of such

third-party’s control environment.

Management believes the

measures described above will remediate the material weakness that we have identified.

As management continues to evaluate and improve

our disclosure controls and procedures and internal control over financial reporting, the Company may decide to take additional measures

to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures

Changes in Internal Control Over Financial

There was 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.

Exhibits and Financial Statements

(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.

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

EXHIBIT INDEX

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.

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.

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.

Incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 28, 2022.

Amended and Restated 2013 Equity Incentive Plan.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report

on Form 8-K filed on March 12, 2020.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 Incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 28, 2022.

Consent of UHY LLP

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

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

Inline XBRL Instance Document

Inline XBRL Schema Document

Inline XBRL Calculation Linkbase

Inline XBRL Definition Linkbase

Inline XBRL Label Linkbase Document

Inline Presentation Linkbase

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

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

David Harrell

Executive Officer, Principal Executive Officer and Director

September 16, 2015

Financial Officer, Principal Financial Officer and Principal Accounting Officer

September 16, 2015

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.

David Harrell

Executive Officer, Principal Executive Officer and Director

September 16, 2015

President, Channel Management and Director

September 16, 2015

President, Sales and Director

September 16, 2015

/s/ William J.

William Febbo

Chief Executive Officer

March 10, 2023

/s/ Edward Stelmakh

Edward Stelmakh

Chief Financial Officer

Chief Operations Officer

March 10, 2023

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/A

Item 9A. Controls and Procedures