SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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|Item 3.02||Unregistered Sales of Equity Securities.|
On March 11, 2022, OptimizeRx Corporation (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) to acquire substantially all of the assets of EvinceMed Corp. (“EvinceMed”). The consideration to EvinceMed will comprise of $2,000,000 in cash and the issuance of shares of the Company’s Common Stock (the “Common Stock”). As partial consideration for the acquisition, the Company will issue up to 240,741 shares of Common Stock to EvinceMed, with 185,185 being issued at the closing of the acquisition. The Company will hold back 55,556 shares of Common Stock to secure potential adjustments to the purchase price that may result from the indemnification obligations of EvinceMed and the EvinceMed shareholder indemnitors. Any such holdback amount will be released 12 months from the closing of the acquisition, subject to any adjustments for the payment by EvinceMed and the shareholder indemnitors for its and their indemnification obligations.
Closing of the acquisition is expected in the second quarter of 2022. The shares of Common Stock will be issued in reliance upon the exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933, as amended.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date:||March 17, 2022||By:||/s/ Edward Stelmakh|
|Title:||Chief Financial Officer|