OPTIMIZERX
CORPORATION
407 SIXTH
STREET
ROCHESTER,
MI 48307
January
30, 2009
United
States Securities and Exchange Commission
100 F
Street. N.E.
Washington
D.C. 20549
Attn:
David Orlic, Special Counsel
Re:
OptimizeRX Corporation (the “Company”)
Amendment
No. 1 to Registration Statement on Form S-1
Filed
December 31, 2008
File
No. 333-455280
Dear Mr.
Orlic,
By letter
dated January 13, 2009, the staff of the Securities and Exchange Commission (the
“Staff”) issued comments on the Company’s amended Registration Statement on Form
S-1 (the “Registration Statement”). Below are the Company’s responses
to the Staff’s comments. For ease of reference, each response is
preceded by the Staff’s comment.
General
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1.
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We
note your response to our prior comment 1 and reissue it in
part. Please provide financial statements for the comparable
2007 interim period (nine months ended 9/30/07), including a balance sheet
as of the end of the preceding fiscal year (12/31/07) which should appear
next to the interims for comparative purposes. Refer to Rule
8-03 of Regulation S-X.
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Response:
The
Company has revised its interim financial statements in accordance with Comment
1.
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2.
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Please
update your disclosure in the Executive Compensation section for your 2008
fiscal year.
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Response:
The
Company has updated its disclosure in the Executive Compensation section for the
2008 fiscal year.
Cover Page of the
Prospectus
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3.
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We
note your response to our prior comment 3. It appears that the
trading in your stock on the pink sheets is limited and sporadic, and as
such does not constitute an established public trading
market. Refer to Item 201 (a)(1)(i) of Regulation
S-K. As such you need to provide a price or formula for
determining the price at which the stock will be sold by the selling
shareholder, or else provide us, as previously requested, with your
analysis as to why the trading in your stock constitutes an established
public trading market.
|
Response:
The
Company has revised its disclosure to provide a fixed price at which the stock
will be sold by the selling shareholder.
Risk
Factors
Risk Factors Related to Our
Stock
Our issuance of common stock
at a price below prevailing trading prices…” page 15
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4.
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We
note your response to our prior comment 4 and reissue it in
part. It does not appear that you revised the disclosure in
this risk factor to include the stock issuable upon exercise of the
warrants issued to the finder in the September 2008 private
placement. Please
advise.
|
Response:
The
Company has revised the Registration Statement to expand the discussion of the
risk factor accordingly.
September 8, 2008 Private
Placement, page 20
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5.
|
We
note your response to our prior comment 8 and reissue it. It
does not appear that you revised the disclosure in response to our prior
comment, and that language is missing in the third sentence in the
paragraph following the two bullets on page 20. Please
advise.
|
Response:
The
Company has amended the Registration Statement to include missing language
referenced in the above Comment 5.
Market Price of and
Dividends on Common Equity and Related Stockholders
Matters. p.31
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6.
|
As
applicable, please qualify your references to the market prices by
appropriate explanation regarding the absence of an established public
trading market. Refer to Item 201(a)(1)(iii) of Regulation
S-K. In addition, update your disclosure to include the high
and low prices for the fourth quarter of 2008, and the closing price to a
date more recent than November 5,
2008.
|
Response:
The
Company has revised the disclosure referenced in Comment 6
accordingly
Management’s Discussion and
Analysis of or Plan of Operation
Nine Months Ended September
30, 2008
Liquidity and Capital
Resources, p.33
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7.
|
We
note your response to our prior comment 10 and reissue it in
part. Quantify the amount of funds that you are
using on a monthly basis and quantify by how much you expect this amount
to vary in the next 12 months.
|
Response:
The
Company has revised the above referenced disclosure.
Transactions with Related
Persons, Promoters and Certain Control Person, p. 39
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8.
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We
note your response to our prior comment 13 and your statement that Ms.
Pinella owns more than 5% of the stock. However, she does not
appear on the beneficial ownership table. Please
advise.
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Response:
The
Company has revised its disclosure to include Ms. Pinella in the beneficial
ownership table.
Signatures
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9.
|
We
note your response to our prior comment 15 and reissue it in
part. The Form S-1 must be signed by your Principal Financial
Officer or a person performing similar functions. With your
next amendment, please provide the signature of the CFO or designate who
is signing in the capacity of CFO.
|
Response:
The
Company has revised the signature blocks accordingly.
The
Company acknowledges the following:
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●
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The
Company is responsible for the adequacy and accuracy of the disclosure in
all of its filings;
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●
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Any
changes to disclosure in response to the Commission’s comments do not
foreclose the Commission from taking any action with respect to the
filing; and
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●
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The
Company may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
|
| Sincerely, | |
| /s/ Dave Harrell | |
| Dave Harrell | |
| Chief Executive Officer |