SEC Comment Letter for OptimizeRx Corp (OPRX) (CIK 0001448431) (OPRX) — Jan 14, 2009
OptimizeRx Corp (OPRX) (CIK 0001448431)
Date: Jan. 14, 2009 · CIK: 0001448431 · Accession: 0000000000-09-001999
AI Filing Summary & Sentiment
File numbers found in text: 333-155280
Letter
Re: OptimizeRx Corporation Amendment No. 1 to Registra tion Statement on Form S-1 Filed December 31, 2009 File No. 333-155280 Dear Mr. Harrell: We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, we think you should revise your document in response to these comments.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
DIVISION OF CORPORATION FINANCE Mail Stop 3628 January 13, 2009
Via U.S. mail and facsimile Mr. David A. Harrell Chief Executive Officer OptimizeRx Corporation 407 Sixth Street Rochester, MI 48307
General
1. We note your response to our prior comment 1 and reissue it in part. Please provide financial statements for the co mparable 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 ne xt to the interims for comparative purposes. Refer to Rule 8-03 of Regulation S-X.
2. Please update your disclosure in the Ex ecutive Compensation section for your 2008 fiscal year.
Cover Page of Prospectus
3. 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 mark et. 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.
Mr. David A. Harrell OptimizeRx Corporation January 13, 2009 Page 2 Risk Factors
Risk Factors Related to Our Stock
Our issuance of common stock at a price below prevailing trading prices…,” page 15
4. 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. September 8, 2008 Private Placement, page 20
5. We note your response to our prior comment 8 and reissue it. It does not appear that you revised the disclosure in re sponse to our prior comment, and that language is missing in the third senten ce in the paragraph following the two bullets on page 20. Please advise. Market Price of and Dividends on Common Equity and Related Stockholders Matters, page 31
6. As applicable, please qualif y your references to the market prices by appropriate explanation regarding the ab sence 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. Management’s Discussion and Analys is of or Plan of Operation
Nine Months Ended September 30, 2008
Liquidity and Capital Resources, page 33
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.
Transactions with Related Persons, Promot ers and Certain Control Persons, page 39
8. 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.
Mr. David A. Harrell OptimizeRx Corporation January 13, 2009 Page 3 Signatures
9. We note your response to our prior comme nt 15 and reissue it in part. The Form S-1 must be signed by your Prin cipal 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.
Closing Comments
As appropriate, please amend your regist ration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
Please contact Donna Levy at (202) 551-3292 or, in her absence, me at (202) 551- 3503 with any questions. If you thereafter requi re additional assistance, you may contact the Assistant Director, Barb ara C. Jacobs, at 202-551-3730.
Sincerely,
David L. Orlic Special Counsel
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3628
January 13, 2009
Via U.S. mail and facsimile
Mr. David A. Harrell
Chief Executive Officer OptimizeRx Corporation 407 Sixth Street Rochester, MI 48307
Re: OptimizeRx Corporation
Amendment No. 1 to Registra tion Statement on Form S-1
Filed December 31, 2009 File No. 333-155280
Dear Mr. Harrell:
We have limited our review of your filing to those issues we have addressed in
our comments. Where indicated, we think you should revise your document in response
to these comments.
General
1. We note your response to our prior comment 1 and reissue it in part. Please
provide financial statements for the co mparable 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 ne xt to the interims for comparative
purposes. Refer to Rule 8-03 of Regulation S-X.
2. Please update your disclosure in the Ex ecutive Compensation section for your
2008 fiscal year.
Cover Page of Prospectus
3. 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 mark et. 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.
Mr. David A. Harrell
OptimizeRx Corporation
January 13, 2009
Page 2
Risk Factors
Risk Factors Related to Our Stock
Our issuance of common stock at a price below prevailing trading prices…,” page 15
4. 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.
September 8, 2008 Private Placement, page 20
5. We note your response to our prior comment 8 and reissue it. It does not appear
that you revised the disclosure in re sponse to our prior comment, and that
language is missing in the third senten ce in the paragraph following the two
bullets on page 20. Please advise.
Market Price of and Dividends on Common Equity and Related Stockholders Matters,
page 31
6. As applicable, please qualif y your references to the market prices by appropriate
explanation regarding the ab sence 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.
Management’s Discussion and Analys is of or Plan of Operation
Nine Months Ended September 30, 2008
Liquidity and Capital Resources, page 33
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.
Transactions with Related Persons, Promot ers and Certain Control Persons, page 39
8. 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.
Mr. David A. Harrell
OptimizeRx Corporation January 13, 2009
Page 3
Signatures
9. We note your response to our prior comme nt 15 and reissue it in part. The
Form S-1 must be signed by your Prin cipal 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.
Closing Comments
As appropriate, please amend your regist ration statement in response to these
comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
Please contact Donna Levy at (202) 551-3292 or, in her absence, me at (202) 551-
3503 with any questions. If you thereafter requi re additional assistance, you may contact
the Assistant Director, Barb ara C. Jacobs, at 202-551-3730.
Sincerely,
David L. Orlic Special Counsel
cc: Darrin Ocasio, Esq. (v ia facsimile—212-930-9725)
D. Levy