What changed in this filing

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Item 9A. Controls and Procedures

2025-03-20 compared with 2024-04-15 · 108 added, 151 removed, 191 unchanged (58% of the section changed)

13 unchanged sentences

in Rule 13a-15(e), were not effective at the reasonable assurance level.

the material weakness referenced above, the Company performed additional analysis and performed other procedures in order to prepare the

audited consolidated financial statements in accordance with generally accepted accounting principles (GAAP).

Accordingly, management

believes that the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects,

our financial condition, results of operations and cash flows for the periods presented.

the material weakness referenced above, the Company performed additional analyses and other procedures to prepare the audited consolidated

financial statements in accordance with GAAP.

Accordingly, management believes that the consolidated financial statements included in

this Annual Report on Form 10-K fairly present, in all material respects, our financial condition, results of operations and cash flows

for the periods presented.

On October 24, 2023, we

completed our acquisition of Medicx Health.

We have evaluated the existing controls and procedures of Medicx Health and integrated Medicx

Health into our internal control over financial reporting as of December 31, 2024.

Refer to Part II, Item 8.

Financials Statements and

Supplementary Data;

Note 3 – Acquisitions for additional information.

Management’s Report on Internal Control

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Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework (2013).

Based on this assessment using

those criteria, management identified the following material weaknesses existed as of December 31, 2023:

Based on this assessment

using those criteria, management identified the following material weakness existed as of December 31, 2024:

inadequate controls to ensure

2 unchanged sentences

management has concluded that we did not maintain effective internal control over financial reporting as of December 31, 2024.

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.

Management intends to implement the

following remediation steps:

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

If 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.

If we are unable to obtain a valid SOC-1 Type 2 report or perform substantive testing of such third-party's control environment, the Company will implement a channel partner qualification and program triaging process, which would include modifying customer contracts, limiting the volume of activity with those third-parties and establishing other controls to ensure the completeness and accuracy of information received from those third-parties, such as performing tagging procedures where possible.

Management believes the measures described above will remediate the material

weakness that we have identified.

During the quarter ended December 31, 2023, the Company continued to engage with the third-party service

organizations to discuss the reporting requirements.

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 identified.

Ongoing Remediation of Previously Identified Material Weakness

As previously

disclosed, a material weakness in our internal control over financial reporting was identified which related to controls to ensure

that data received from third-party service organizations were complete and accurate.

Management, with oversight from the Audit Committee

of our Board of Directors, is committed to remediating the material weakness that has been identified and maintaining an effective system

of disclosure controls and procedures.

These remediation efforts, summarized below, are intended to both address the identified material

weakness and to enhance our overall financial control environment.

Management is in the process of fully implementing process and control

improvements to address the above material weakness identified in 2023 as follows:

The Company requires each third-party service organization to provide to us, at least annually, a SOC-1

Type 2 report, with adequate controls to ensure the data we receive are complete and accurate.

We rely upon a SOC-1 Type 2 report from

the service organizations attesting to the vendor’s internal controls.

If a SOC-1 Type 2 report is not available, the Company evaluates each third-party’s relevant system(s)

and control environment reporting directly through inquiry and substantive testing of such third-party’s control environment to

ensure the data we receive are complete and accurate.

If we are unable to obtain a valid SOC-1 Type 2 report or perform substantive testing of such third-party’s

control environment, the Company implements a thirty-party qualification and program triaging process, which could include modifying customer

contracts, limiting the volume of activity with those third-parties, and establishing other controls to ensure the completeness and accuracy

of information received from those third-parties, such as performing tagging procedures where possible.

To further execute on its remediation efforts

of the material weakness, management took the following additional steps:

Hired a Senior Vice President of internal controls and engaged a third-party consulting firm.

Developed a framework to assess whether data received from third-party service organizations were complete and accurate.

The material weakness will be considered remediated

when management concludes that, through testing, the applicable remedial controls are designed and implemented effectively.

When fully implemented and operational, we believe

the measures described above will remediate the material weakness we have identified and strengthen our internal control over financial

This material weakness will not be considered remediated until the newly implemented internal controls operate for a sufficient

period of time and management has concluded, through testing, that these internal controls are operating effectively.

We are working to

have the material weakness remediated as soon as possible.

We are committed to continuing to improve our

internal control processes and will continue to review and assess our financial reporting controls and procedures on an ongoing basis.

As we continue to evaluate and improve our internal control over financial reporting, our management may determine whether it is appropriate

or necessary to take additional measures.

Changes in Internal Controls Over Financial

Except as noted above, 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, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial

Other than the changes in connection with our

implementation of the material weakness remediation plan discussed above and the integration of Medicx Health into our internal control

over financial reporting 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, 2024 that has materially affected, or is reasonably likely to

materially affect, our internal control over financial reporting.

Other Information

Adoption of 10b5-1 Trading Plan

During the year ended December 31, 2023, certain

of our officers and directors adopted Rule 10b5-1 trading arrangements as follows:

On June 15, 2023 , Mr.

Febbo , the Chief

Executive Officer of the Company, adopted a written plan for the purchase or sale of our securities that was intended to satisfy the

affirmative defense conditions of Rule 10b5-1(c) (the “Febbo Rule 10b5-1 Trading Plan).

The Febbo 10b5-1 Trading Plan, which has

a term of one year , provides for the sale of up to 300,000 shares of common stock pursuant to the terms therein.

On June 15, 2023 , Ms.

Marion Odence-Ford , the

General Counsel & Chief Compliance Officer of the Company, adopted a written plan for the purchase or sale of our securities that

is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (the “Odence-Ford Rule 10b5-1 Trading Plan).

The Odence-Ford

10b5-1 Trading Plan, which has a term of one year , provides for the sale of up to 7,000 shares of common stock pursuant to the terms therein.

William Febbo’s Employment Agreement

On April 12, 2024, the Company entered into

an amended and restated employment letter agreement with William J.

Febbo (the “Febbo Employment Agreement”) which

updates and supersedes in its entirety his prior employment agreement, as amended (the “Febbo Prior Employment

Agreement”) to, among other things, eliminate the single trigger cash severance which was payable to Mr.

Febbo in connection

with a change in control, remove the Company’s 280G tax gross-up payment obligation afforded to Mr.

Febbo under the Febbo

Prior Employment Agreement, and provide for an equity grant to Mr.

Febbo of 90,000 restricted stock units which vest over three

In connection with the Febbo Employment Agreement, the Compensation Committee amended the OptimizeRx Corporation Executive

Severance Plan to make Mr.

Febbo a participant of such plan (as described below).

As a result, all of Mr.

Febbo’s prior rights

to severance and change in control benefits under the Febbo Prior Employment Agreement were removed from the Febbo Employment

Febbo’s amended severance and/or change in control benefits are now set forth in full in the Amended Severance

Plan (as defined below).

The foregoing summary of Mr.

Febbo’s Employment

Agreement is not complete and is qualified in its entirety by reference to the complete text of the Febbo Employment Agreement, a copy

of which is filed as Exhibit 10.26 to this Form 10-K and is incorporated herein by reference.

Stephen Silvestro’s Employment Agreement

On April 12, 2024, the Company entered into an

amended and restated employment letter agreement with Stephen Silvestro (the “Silvestro Employment Agreement”) which updates

and supersedes in its entirety his prior employment agreement, as amended (the “Silvestro Prior Employment Agreement”) to,

among other things, remove the Company’s 280G tax gross-up payment obligation afforded to Mr.

Silvestro under the Silvestro Prior

Employment Agreement.

The foregoing summary of Mr.

Employment Agreement is not complete and is qualified in its entirety by reference to the complete text of the Silvestro Employment Agreement,

a copy of which is filed as Exhibit 10.27 to this Form 10-K and is incorporated herein by reference.

Amended Executive Severance Plan

On April 12, 2024, the

Compensation Committee amended the OptimizeRx Corporation Executive Severance Plan (the “Amended Severance Plan”) to include

Febbo as a participant in the Amended Severance Plan, to remove former and add new executive management team members, and to increase

the Severance Benefits (as defined below) payable to Mr.

The Amended Severance

Plan provides that if Mr.

Silvestro is terminated without cause or resigns for Good Reason, he will be paid (i) an amount

equal to 1.5 times his base salary, paid in installments over 18 months, (ii) an amount equal to his target annual bonus in effect

at the time of termination, paid in a lump sum, and (iii) payment by the Company of COBRA premiums for such executive and his

spouse and eligible dependents for up to 12 months following termination (the payments in (i), (ii) and (iii) collectively referred to

as “Severance Benefits”).

The Amended Severance

Plan also provides Change in Control termination and death benefits to executive management team members.

Silvestro’s benefits

under such provisions were not changed in connection with the Amended Severance Plan.

The Amended Severance Plan provides that if Mr.

Febbo is terminated without cause or resigns for Good Reason three months prior to or 24 months following a Change in Control, in addition

to the Severance Benefits, Mr.

Febbo will be paid a lump sum payment equal to 5.0 times his then current base salary.

The Severance Plan

also provides that if Mr.

Febbo is terminated due to death or disability, he (or his estate) will be paid an amount equal to his target

annual bonus in effect at the time of termination, paid in a lump sum.

Terms not otherwise defined herein have the meanings assigned to

them in the Amended Severance Plan.

The foregoing description

of the Amended Severance Plan is not complete and is qualified in its entirety by reference to the complete text of the Amended Severance

Plan, a copy of which is filed as Exhibit 10.28 to this Form 10-K and is incorporated herein by reference.

Director and Executive Officer Trading Arrangements

During the quarter ended December 31, 2024, no

director or executive officers adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading

arrangement” (as each term is defined in Item 408(a) of Registration S-K).

Disclosure Regarding Foreign Jurisdictions

14 unchanged sentences

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.

under “Investor Relations - Governance.” The information on the website is not and should not be considered part of this Annual

Report on Form 10-K and is not incorporated by reference in this Annual Report on Form 10-K.

Executive Compensation

11 unchanged sentences

Plan Category

securities to be

available for

of securities to be

upon exercise of

of outstanding

of securities remaining

for future issuance

equity compensation

(excluding securities

in column (a))

Equity compensation plans approved by security holders

16 unchanged sentences

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.

(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

10 unchanged sentences

Reference is made to

Item 15(a)(2) above.

Reference is made to Item

15(a)(2) above.

Form 10-K Summary

20 unchanged sentences

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.

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.

Amendment to Employment Agreement by and between the Company and Stephen Silvestro dated February 28, 2022.

Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 4, 2022.

Employment Agreement with Marion Odence-Ford.

6 unchanged sentences

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 4, 2022.

OptimizeRx Corporation Executive Severance Plan.

Incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed on March 10, 2023.

Fourth Addendum to the Employment Agreement with William J.

Incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed on March 10, 2023.

Agreement and Plan of Merger dated as of October 11, 2023 by and among OptimizeRx Corporation, Healthy Offers, Inc., the securityholders of Healthy Offers, Inc.

14 unchanged sentences

Febbo dated April 12, 2024.

Incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Amended and Restated Employment Agreement by and between the Company and Stephen Silvestro dated April 12, 2024.

Amended OptimizeRx Corporation Executive Severance Plan dated April

Incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Amended OptimizeRx Corporation Executive Severance Plan, dated March 7, 2025.

Amendment No.

1 to the OptimizeRx 2021 Equity Incentive Plan.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 7, 2024

Amendment No.

2 to Financing Agreement, dated September 26, 2024.

Amendment No.

3 to Financing Agreement, dated February 5, 2025.

Separation and Advisory Agreement executed as of January 3, 2025 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 January 10, 2025.

Amended and Restated Employment Letter, dated as of March 7, 2025 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 March 10, 2025.

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.

7 unchanged sentences

OptimizeRx Corporation Clawback Policy.

Incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Inline XBRL Instance Document

5 unchanged sentences

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.

† 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.

4 unchanged sentences

OptimizeRx Corporation

/s/ William J.

William Febbo

/s/ Stephen Silvestro

Stephen Silvestro

Chief Executive Officer

April 15, 2024

March 20, 2025

/s/ Edward Stelmakh

Edward Stelmakh

Chief Financial Officer

Chief Operations Officer

April 15, 2024

Chief Financial Officer Chief Operations Officer

March 20, 2025

Pursuant to the requirements of the Securities

1 unchanged sentence

on the dates indicated.

/s/ William J.

Chief Executive Officer and Director

April 15, 2024

/s/ Stephen Silvestro

Chief Executive Officer

(principal executive officer)

March 20, 2025

Stephen Silvestro

/s/ Edward Stelmakh

Chief Financial Officer and Chief Operations Officer

April 15, 2024

Edward Stelmakh

(principal financial and accounting officer)

March 20, 2025

Edward Stelmakh

/s/ Lynn O’Connor Vos

April 15, 2024

March 20, 2025

Lynn O’Connor Vos

April 15, 2024

/s/ Patrick Spangler

April 15, 2024

March 20, 2025

Patrick Spangler

/s/ James Lang

April 15, 2024

March 20, 2025

/s/ Greg Wasson

April 15, 2024

March 20, 2025

/s/ Catherine Klema

April 15, 2024

March 20, 2025

Catherine Klema

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