OptimizeRx Corp — Regulatory Filings 2020

Mar 16, 2020

NT 10-K 1 ea119660-nt10k_optimizerx.htm NOTIFICATION OF LATE FILING

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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

Commission File Number: 001-38543

Notification of Late Filing

(Check one):

☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR

For Period Ended: December 31, 2019

| ☐ | Transition Report on Form 10-K | | --- | --- | | ☐ | Transition Report on Form 20-F | | ☐ | Transition Report on Form 11-K | | ☐ | Transition Report on Form 10-Q | | ☐ | Transition Report on Form N-SAR |

For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

Part I - Registrant Information

OptimizeRx Corporation

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Full Name of Registrant

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Former Name if Applicable

400 Water Street, Suite 200

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Address of Principal Executive Office (Street and Number)

Rochester, MI, 48307

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City, State and Zip Code

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Part II - Rules 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-(b), the following should be completed. (Check box, if appropriate)

☒ (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

☒ (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N- SAR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and

(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

Part III - Narrative

State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof could not be file within the prescribed period.

The Company was unable to complete the audit of its financial statements required to prepare a complete filing as of the filing deadline due to, in part, travel and workplace restrictions related to Coronavirus (COVID-19). The Company expects to file within the extension period.

Part IV - Other Information

(1) Name and telephone number of person to contract in regard to this notification.

| Douglas

P. Baker	(248)	651-6568
(Name)	(Area Code)	(Telephone Number)

(2)
☒ Yes ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

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OptimizeRx Corporation

(Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date March 16, 2020	/s/ Douglas P. Baker
	Douglas P. Baker
Its:	Chief Financial Officer,
	Principal Financial Officer and
	Principal Accounting Officer

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