OHCS / Optimus Healthcare Services, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

EX-10.1

Exhibit 10.1

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2025 Optimus Healthcare Services, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida 333-261849 65-0181535 (State or other jurisdiction of incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 333-261849 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 333-261849 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2025 Optimus Healthcare Services, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida 333-261849 65-0181535 (State or other jurisdiction of incorporation) (C

FOURTH Amendment to FORBEARANCE

Exhibit 10.1 FOURTH Amendment to FORBEARANCE AGREEMENT This FOURTH AMENDMENT TO THE FORBEARANCE AGREEMENT (this “Amendment”) is made as of April 14, 2025 by and among Optimus Healthcare Services, Inc., a Florida corporation (and together with its successors and assigns, collectively, the “Borrower”), and Arena Investors, LP as agent (the “Agent”) for the purchasers (the “Purchasers”) listed on Sch

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 333-261849 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 333-261849 NOTIFICATION OF LATE FILING ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SA

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2025 Optimus Healthcare Services, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida 333-261849 65-0181535 (State or other jurisdiction of incorporation)

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2025 Optimus Healthcare Services, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida 333-261849 65-0181535 (State or other jurisdiction of incorporation) (

Third Amendment to FORBEARANCE

Exhibit 10.1 Third Amendment to FORBEARANCE AGREEMENT This THIRD AMENDMENT TO THE FORBEARANCE AGREEMENT (this “Amendment”) is made as of January 6, 2025 by and among Optimus Healthcare Services, Inc., a Florida corporation (and together with its successors and assigns, collectively, the “Borrower”), and Arena Investors, LP as agent (the “Agent”) for the purchasers (the “Purchasers”) listed on Sche

OPTIMUS HEALTHCARE SERVICES, INC. Up to 3,632,859 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-280575 Prospectus Supplement No. 2 (to prospectus dated September 12, 2024) OPTIMUS HEALTHCARE SERVICES, INC. Up to 3,632,859 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 12, 2024 (the “Prospectus”), which forms part of our registration stat

Subscription Agreement, dated November 13, 2024.

Exhibit 10.3 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (the “Subscription Agreement”) made as of the last date set forth on the signature page hereof between Optimus Healthcare Services, Inc., a Florida corporation (the “Company”), and the undersigned (the “Subscriber”). W I T N E S S E T H: WHEREAS, the Company is conducting a private offering (the “Offering”) consisting of up to 7,500 shares

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-261849 OPTIMUS HEALTHCARE SERVICES, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2024 Optimus Healthc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2024 Optimus Healthcare Services, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida 333-261849 65-0181535 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 333-261849 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 333-261849 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-S

Certificate of Amendment to the Amended and Restated Articles of Incorporation, dated September 19, 2024

Exhibit 3.1 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF OPTIMUS HEALTHCARE SERVICES, INC. Optimus Healthcare Services, Inc., a Florida corporation (the “Corporation”), in order to amend its Amended and Restated Articles of Incorporation in accordance with Section 607.1003 of the Florida Business Corporation Act (the “Act”), does hereby deliver the following Articles of Amendment in accor

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2024 Optimus Healthcare Services, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida 333-261849 65-0181535 (State or other jurisdiction of incorporation

Subscription Agreement, dated September 17, 2024

Exhibit 10.1 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (the “Subscription Agreement”) made as of the last date set forth on the signature page hereof between Optimus Healthcare Services, Inc., a Florida corporation (the “Company”), and the undersigned (the “Subscriber”). W I T N E S S E T H: WHEREAS, the Company is conducting a private offering (the “Offering”) consisting of up to 7,500 shares

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2024 Optimus Healthcare Services, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida 333-261849 65-0181535 (State or other jurisdiction of incorporation

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2024 Optimus Healthcare Services, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida 333-261849 65-0181535 (State or other jurisdiction of incorporation

Second Amendment to Forbearance Agreement, dated September 10, 2024, by and among the Company and Arena Investors LP

Exhibit 10.1 SECOND Amendment to FORBEARANCE AGREEMENT This SECOND AMENDMENT TO THE FORBEARANCE AGREEMENT (this “Amendment”) is made as of September 10, 2024 by and among Optimus Healthcare Services, Inc., a Florida corporation (and together with its successors and assigns, collectively, the “Borrower”), and Arena Investors, LP as agent (the “Agent”) for the purchasers (the “Purchasers”) listed on

OPTIMUS HEALTHCARE SERVICES, INC. Up to 3,632,859 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-280575 Prospectus Supplement No. 1 (to prospectus dated August 8, 2024) OPTIMUS HEALTHCARE SERVICES, INC. Up to 3,632,859 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated August 8, 2024 (the “Prospectus”), which forms part of our registration statement on

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2024 Optimus Healthcare Services, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida 333-261849 65-0181535 (State or other jurisdiction of incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-261849 OPTIMUS HEALTHCARE SERVICES, INC.

3,632,859 Shares Optimus Healthcare Services, Inc. Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-280575 PROSPECTUS 3,632,859 Shares Optimus Healthcare Services, Inc. Common Stock This prospectus relates to the disposition from time to time by the selling stockholders named in this prospectus (the “Selling Stockholders”) of Optimus Healthcare Services, Inc. (the “Company”) of up to 3,632,859 shares of our common stock, par value $0.001 per

Optimus Healthcare Services, Inc. 1400 Old Country Road, Suite 306 Westbury, NY 11590

Optimus Healthcare Services, Inc. 1400 Old Country Road, Suite 306 Westbury, NY 11590 August 6, 2024 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Benjamin Richie Lauren Nguyen Re: Optimus Healthcare Services, Inc. Registration Statement on Form S-1 File No. 333-280575 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules

As filed with the Securities and Exchange Commission on July 30, 2024

As filed with the Securities and Exchange Commission on July 30, 2024 Registration No.

1400 Old Country Road Westbury, NY 11590

1400 Old Country Road Westbury, NY 11590 July 11, 2024 VIA EDGAR United States Securities and Exchange Commission 100 F.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-261849 OPTIMUS H

As filed with the Securities and Exchange Commission on June 28, 2024

As filed with the Securities and Exchange Commission on June 28, 2024 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Optimus Healthcare Services, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-261849 OPTIMUS HEALTHCARE SERVICES, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-261849 OPTIMUS HEALTHCARE SERVICES,

List of Subsidiaries

Exhibit 21.1 LIST OF SUBSIDIARIES OF OPTIMUS HEALTHCARE SERVICES, INC. State of Percentage Owned Incorporation/Organization by Registrant Clinical Research Alliance Acquisition Corp. Delaware 99.8% (directly) Clinical Research Alliance, Inc. New York 100% (indirectly) Worker’s Health Rx, Inc. New York 100% (indirectly) Optimus Healthcare Services, Inc. Delaware 100% (directly) Optimus Health, Inc.

Description of the Registrant’s Securities Registered Under Section 15(d) of the Exchange Act

Exhibit 4.6 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exhibit pursuant to Item 601(b)(4)(vi) of Regulation S-K) Optimus Healthcare Services, Inc., a Florida corporation (the “Company,” “Corporation,” “we,” “us” or “our”), has one class of securities registered under Section 15(d) of the Securities Exchange Act of 1934, as am

Amendment to the Employment Agreement with Cliff Saffron, dated August 30, 2023 (filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and incorporated herein by reference).

Exhibit 10.15 Amendment 2 to Letter Employment Agreement WHEREAS, Optimus Healthcare Services, Inc. (“Company”) and Cliff Saffron (“Executive”) entered into a Letter Employment Agreement (“Agreement”) dated May 25, 2021 and amended on August 25, 2022; and WHEREAS, Section 5. H. of the Agreement provides that the Agreement may be amended or modified only by a written instrument executed by Company

Form of Amended and Restated May 2021 Warrant, dated June 4, 2024 (filed as Exhibit 4.1 to the Company’s Form 8-K filed with the SEC on June 7, 2024 and incorporated herein by reference).

Exhibit 4.1 EXECUTION COPY NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EF

Form of Amended and Restated June 2022 Warrant, dated June 4, 2024 (filed as Exhibit 4.2 to the Company’s Form 8-K filed with the SEC on June 7, 2024 and incorporated herein by reference).

Exhibit 4.2 EXECUTION COPY NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EF

Financial Statements and Exhibits, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2024 Optimus Healthcare Services, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida 333-261849 65-0181535 (State or other jurisdiction of incorporation) (Com

First Amendment to Forbearance Agreement and Registration Rights Agreements, dated June 4, 2024 (filed as Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on June 7, 2024 and incorporated herein by reference).

Exhibit 10.1 FIRST Amendment to FORBEARANCE AND REGISTRATION RIGHTS AGREEMENTS This FIRST AMENDMENT TO THE FORBEARANCE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made as of June 4, 2024 by and among Optimus Healthcare Services, Inc., a Florida corporation (and together with its successors and assigns, collectively, the “Borrower”), and Arena Investors, LP as agent (the “Agen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 333-261849 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 333-261849 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 333-261849 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 333-261849 NOTIFICATION OF LATE FILING ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SA

Form of Amended and Restated June 2022 Warrant, dated March 8, 2024 (filed as Exhibit 4.4 to the Company’s Form 8-K filed with the SEC on March 14, 2024 and incorporated herein by reference).

Exhibit 4.4 EXECUTION COPY NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EF

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2024 Optimus Healthcare Services, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida 333-261849 65-0181535 (State or other jurisdiction of incorporation) (Co

Form of Amended and Restated June 2022 Note, dated March 8, 2024 (filed as Exhibit 4.2 to the Company’s Form 8-K filed with the SEC on March 14, 2024 and incorporated herein by reference).

Exhibit 4.2 EXECUTION COPY NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN E

Forbearance Agreement, dated March 8, 2024 (filed as Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on March 14, 2024 and incorporated herein by reference) by and among the Company and Arena Investors LP.

Exhibit 10.1 EXECUTION COPY FORBEARANCE AGREEMENT This FORBEARANCE AGREEMENT (this “Agreement”) is made as of March 8, 2024 by and among Optimus Healthcare Services, Inc., a Florida corporation (and together with its successors and assigns, collectively, the “Borrower”), and Arena Investors, LP as agent (the “Agent”) for the purchasers (the “Purchasers”) listed on Schedule 1 to the Securities Purc

Form of Amended and Restated May 2021 Warrant, dated March 8, 2024 (filed as Exhibit 4.3 to the Company’s Form 8-K filed with the SEC on March 14, 2024 and incorporated herein by reference).

Exhibit 4.3 EXECUTION COPY NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EF

Subordination Agreement, dated March 8, 2024 (filed as Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on March 14, 2024 and incorporated herein by reference) by and among the Senior Lenders, KORR Acquisition Group, Inc. and the Company.

Exhibit 10.2 EXECUTION COPY SUBORDINATION AGREEMENT This Subordination Agreement (this “Agreement”) is dated as of March 8, 2024, by and among KORR ACQUISITIONS GROUP, INC., a New York corporation, (together with their respective representatives, successors, and assigns, the “Subordinated Lender”), OPTIMUS HEALTHCARE SERVICES, INC., a Florida corporation, (together with all of its current and futu

Side letter, dated March 8, 2024 (filed as Exhibit 10.5 to the Company’s Form 8-K filed with the SEC on March 14, 2024 and incorporated herein by reference).

Exhibit 10.5 Optimus Healthcare Services, Inc. 1400 Old Country Road Westbury, NY 11590 March 8, 2024 Arena Investors LP, as Agent 2500 Westchester Avenue, Suite 401 Purchase, NY 10577 Re: Optimus Healthcare Services, Inc. Ladies and Gentleman: Reference is made to that certain Forbearance Agreement, dated March 8, 2024 (the “Agreement”), by and among Optimus Healthcare Services, Inc., a Florida c

Registration Rights Agreement related to the Notes, dated March 8, 2024 (filed as Exhibit 10.4 to the Company’s Form 8-K filed with the SEC on March 14, 2024 and incorporated herein by reference).

Exhibit 10.4 EXECUTION COPY AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of March 8, 2024, between Optimus Healthcare Services, Inc., a Florida corporation (which was formerly known as Between Dandelions, Inc.) (the “Company”), and the Purchasers signatory hereto (the “Purchasers”). The ori

Form of Amended and Restated May 2021 Note, dated March 8, 2024 (filed as Exhibit 4.1 to the Company’s Form 8-K filed with the SEC on March 14, 2024 and incorporated herein by reference).

Exhibit 4.1 EXECUTION COPY NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN E

Registration Rights Agreement, dated March 8, 2024 (filed as Exhibit 10.3 to the Company’s Form 8-K filed with the SEC on March 14, 2024 and incorporated herein by reference).

Exhibit 10.3 EXECUTION COPY AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of March 8, 2024, between Optimus Healthcare Services, Inc., a Florida corporation (which was formerly known as Between Dandelions, Inc.) (the “Company”), and the Purchasers signatory hereto (the “Purchasers”). The ori

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2024 Optimus Healthcare Services, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida 333-261849 65-0181535 (State or other jurisdiction of incorporation) (

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2024 Optimus Healthcare Services, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida 333-261849 65-0181535 (State or other jurisdiction of incorporation) (

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2024 Optimus Healthcare Services, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida 333-261849 65-0181535 (State or other jurisdiction of incorporation) (

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2023 Optimus Healthcare Services, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida 333-261849 65-0181535 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-261849 OPTIMUS HEALTHCARE SERVICES, INC.

Lease agreement dated July 1, 2023, by and between the Company and Brooke Realty Fairchild, LLC*

Exhibit 10.1

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 Optimus Healthcare Services, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida 333-261849 65-0181535 (State or other jurisdiction of incorporation) (C

Optimus Healthcare Services, Inc. Announces the Appointment of Three New Directors and its Chairman

Exhibit 99.1 Optimus Healthcare Services, Inc. Announces the Appointment of Three New Directors and its Chairman NEW YORK, NY/ ACCESSWIRE – August 17, 2023 – Optimus Healthcare Services, Inc. (OTC PINK: OHCS) announced today the appointment three directors to its Board of Directors: Teresa Carlson, Dr. Eli Avila, and Dr. Peter Michalos IV. Teresa Carlson currently serves as President and Chief Com

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 (August 8, 2023) Optimus Healthcare Services, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida 333-261849 65-0181535 (State or other jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41210 OPTIMUS HEALTHCARE SERVICES, INC.

Demand Note dated May 30, 2023, by and between the Company and KORR Acquisions Group, Inc.(filed as Exhibit 10.1 to the Company’s Form 10-Q for the period ended June 30, 2023, filed with the SEC on August 9, 2023.)

Exhibit 10.1 PROMISSORY NOTE $1,000,000 Westbury, New York May 30, 2023 FOR VALUE RECEIVED, Optimus Healthcare Services, Inc. (the “Borrower”), hereby unconditionally promises to pay to the order of KORR Acquisitions Group, Inc. (the “Noteholder”), the principal amount of $1,000,000 (One Million Dollars) (the “Loan”), together with all accrued interest thereon, as provided in this Promissory Note

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2023 Optimus Healthcare Services, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida 333-261849 65-0181535 (State or other jurisdiction of incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41210 OPTIMUS HEALTHCARE SERVICES, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2023 Optimus Healthcare Services, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida 333-261849 65-0181535 (State or other jurisdiction of incorporation) (C

Consulting Agreement dated April 26, 2023, by and between Marc Weiner and the Company, (incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on May 2, 2023).

Exhibit 10.2 CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) is made and entered into as of May 2, 2023 (“Effective Date”), by and between Optimus Healthcare Services, Inc. (“Company”) and Marc Wiener (“Consultant”). 1. Engagement of Services. The Company hereby hires the Consultant to provide consulting services subject to the terms and conditions of this Agreement. The services to b

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023 Optimus Healthcare Services, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida 333-261849 65-0181535 (State or other jurisdiction of incorporation) (Co

Letter Employment Agreement, dated February 16, 2023 by and between the Company and Thomas McNeill (filed as Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on April 3, 2023 and incorporated herein by reference).

Exhibit 10.1 Letter Employment Agreement This Letter Employment Agreement (“Agreement”), dated February 16, 2023 (“Effective Date”), is between Optimus Healthcare Services, Inc., a Florida Corporation, with its principal place of business at 1400 Old Country Road, Suite 306, Westbury, NY 11590 (“Company”), and Thomas McNeill, an individual who resides at 32 Seneca Drive, Commack, NY 11725 (“Execut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-261849 OPTIMUS HEALTHCARE SERVICES,

Description of the Registrant’s Securities Registered Under Section 15(d) of the Exchange Act

Exhibit 4.6 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exhibit pursuant to Item 601(b)(4)(vi) of Regulation S-K) Optimus Healthcare Services, Inc., a Florida corporation (the “Company,” “Corporation,” “we,” “us” or “our”), has one class of securities registered under Section 15(d) of the Securities Exchange Act of 1934, as am

List of Subsidiaries

Exhibit 21.1 LIST OF SUBSIDIARIES OF OPTIMUS HEALTHCARE SERVICES, INC. State of Incorporation/Organization Percentage Owned by Registrant Clinical Research Alliance Acquisition Corp. Delaware 99.8% (directly) Clinical Research Alliance, Inc. New York 100% (indirectly) Worker’s Health Rx, Inc. New York 100% (indirectly) Optimus Healthcare Services, Inc. Delaware 100% (directly) Optimus Health, Inc

3,940,000 Shares Optimus Healthcare Services, Inc. Common Stock

424B3 1 ea170842-424b3optimusheal.htm PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-268651 PROSPECTUS 3,940,000 Shares Optimus Healthcare Services, Inc. Common Stock This prospectus relates to the disposition from time to time by the selling stockholders named in this prospectus (the “Selling Stockholders”) of Optimus Healthcare Services, Inc. (the “Company”) of up to 3,940,000

Optimus Healthcare Services, Inc. 1400 Old Country Road, Suite 304 Westbury, NY 11590

CORRESP 1 filename1.htm Optimus Healthcare Services, Inc. 1400 Old Country Road, Suite 304 Westbury, NY 11590 December 21, 2022 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Rucha Pandit Re: Optimus Healthcare Services, Inc. Registration Statement on Form S-1 File No. 333-268651 Ladies and Gentlemen: Pursuant to Rule 461 of the Gene

As filed with the Securities and Exchange Commission on December 21, 2022

As filed with the Securities and Exchange Commission on December 21, 2022 Registration No.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2022 Optimus Healthcare Services, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida 333-261849 65-0181535 (State or other jurisdiction of incorporation)

Stock Acquisition Agreement, dated December 7, 2022, by and among Optimus Healthcare Services, Optimus Health, Inc., AdhereRx Corporation and the transferors signatory thereto (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2022 and incorporated herein by reference).

EX-2.1 2 ea170103ex2-1optimus.htm STOCK ACQUISITION AGREEMENT, DATED DECEMBER 7, 2022, BY AND AMONG OPTIMUS HEALTHCARE SERVICES, INC., OPTIMUS HEALTH, INC., ADHERERX CORPORATION AND THE TRANSFERORS Exhibit 2.1 STOCK ACQUISITION AGREEMENT This STOCK ACQUISITION AGREEMENT (this “Agreement”), dated as of December 7, 2022, is entered into by and among Optimus Healthcare Services, Inc., a Florida corpo

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2022 Optimus Healthcare Services, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida 333-261849 85-2479485 (State or other jurisdiction of incorporation)

As filed with the Securities and Exchange Commission on December 2, 2022

As filed with the Securities and Exchange Commission on December 2, 2022 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Optimus Healthcare Services, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41210 OPTIMUS HEALTHCARE SERVICES, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2022 Optimus Healthcare Services, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida 333-261849 65-0181535 (State or other jurisdiction of incorporation)

John P. Sganga Appointed Chair of the Board of Directors and Chief Executive Officer of Optimus Healthcare Services, Inc.

Exhibit 99.1 John P. Sganga Appointed Chair of the Board of Directors and Chief Executive Officer of Optimus Healthcare Services, Inc. NEW YORK, NY/ ACCESSWIRE – September 12, 2022 – Optimus Healthcare Services, Inc. (OTC: OHCS) announced today that John P. Sganga, currently President and Chief Executive Officer of Optimus’ portfolio company, Clinical Research Alliance (CRA), has been named Chair

Employment Letter Agreement, effective June 30, 2022, between the Company, Clinical Research Alliance, Inc. and John Sganga (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 13, 2022 and incorporated herein by reference)

Exhibit 10.1 Letter Employment Agreement This Letter Employment Agreement (?Agreement?), dated June 30, 2022 (?Effective Date?), is among Clinical Research Alliance, Inc., a New York Corporation, with its principal place of business at 1400 Old Country Road, Suite 304, Westbury, NY 11590 (?Company?), Optimus Healthcare Services, Inc., a Florida Corporation, with its principal place of business at

Amendment to the Employment Agreement with Marc Wiener, dated September 12, 2022 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 13, 2022 and incorporated herein by reference)

EX-10.2 3 ea165720ex10-2optimus.htm AMENDMENT TO THE EMPLOYMENT AGREEMENT WITH MARC WEINER Exhibit 10.2 Amendment 1 to Letter Employment Agreement WHEREAS, Optimus Healthcare Services, Inc. (“Company”) and Marc Wiener (“Executive”) entered into a Letter Employment Agreement (“Agreement”) dated May 25, 2021; and WHEREAS, Section 5. H. of the Agreement provides that the Agreement may be amended or m

Amendment to the Employment Agreement with Cliff Saffron, dated September 12, 2022 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 13, 2022 and incorporated herein by reference)

EX-10.3 4 ea165720ex10-3optimus.htm AMENDMENT TO THE EMPLOYMENT AGREEMENT WITH CLIFF SAFFRON Exhibit 10.3 Amendment 1 to Letter Employment Agreement WHEREAS, Optimus Healthcare Services, Inc. (“Company”) and Cliff Saffron (“Executive”) entered into a Letter Employment Agreement (“Agreement”) dated May 25, 2021; and WHEREAS, Section 5. H. of the Agreement provides that the Agreement may be amended

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-261849 OPTIMUS HEALTHCARE SERVICES, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2022 Optimus Healthcare Services, Inc. (Exact Name of Registrant as Specified in Its Charter) Florida 333-261849 65-0181535 (State or other jurisdiction of incorporation) (

PROSPECTUS 4,092,859 Shares Optimus Healthcare Services, Inc. Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-261849 PROSPECTUS 4,092,859 Shares Optimus Healthcare Services, Inc. Common Stock This prospectus relates to the disposition from time to time by the selling stockholders named in this prospectus (the “Selling Stockholders”) of Optimus Healthcare Services, Inc. (the “Company”) of up to 4,092,859 shares of our common stock, par value $0.0001 per

As filed with the Securities and Exchange Commission on July 22, 2022

As filed with the Securities and Exchange Commission on July 22, 2022 Registration No.

Securities Purchase Agreement, dated June 7, 2022, by and between the Company and the investors signatory thereto

Exhibit 10.10 EXECUTION VERSION SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of June 7, 2022, by and among Optimus Healthcare Services, Inc., a Florida corporation (and together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively, the “Company”), and Arena Investors, LP, on behal

Optimus Healthcare Services, Inc. 1400 Old Country Road, Suite 304 Westbury, NY 11590

CORRESP 1 filename1.htm Optimus Healthcare Services, Inc. 1400 Old Country Road, Suite 304 Westbury, NY 11590 July 22, 2022 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Jennie Beysolow Jennifer Lopez Molina Re: Optimus Healthcare Services, Inc. Registration Statement on Form S-1 File No. 333-261849 Ladies and Gentlemen: Pursuant to

First Amendment to May 2021 Notes, dated June 7, 2022 (filed as Exhibit 4.3 to the Company’s Registration Statement on Form S-1/A filed with the SEC on June 15, 2022 and incorporated herein by reference)

EX-4.3 2 ea161541ex4-3optimusheal.htm FIRST AMENDMENT TO MAY 2021 NOTES, DATED JUNE 7, 2022 Exhibit 4.3 Execution Version FIRST AMENDMENT TO NOTE This First Amendment (this “Amendment”) is made and entered into as of June 7, 2022 by and among Optimus Healthcare Services, Inc., a Florida corporation (which was formerly known as Between Dandelions, Inc.) (the “Company”) and the purchasers signatory

Form of Subsidiary Guaranty Agreement, dated June 7, 2022 (filed as Exhibit 10.13 to the Company’s Registration Statement on Form S-1/A filed with the SEC on June 15, 2022 and incorporated herein by reference)

Exhibit 10.13 Execution Version GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this ?Guaranty?) is entered into as of June 7, 2022, by and among each of the parties identified as a Guarantor on the signature pages hereto (each, a ?Guarantor?, and collectively, the ?Guarantors?), in favor of the purchasers signatory to the Securities Purchase Agreements (as defined below) (together with their respecti

Registration Rights Agreement, dated June 7, 2022, by and between the Company and the investors signatory thereto (filed as Exhibit 10.11 to the Company’s Registration Statement on Form S-1/A filed with the SEC on June 15, 2022 and incorporated herein by reference)

Exhibit 10.11 Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of June 7, 2022, between Optimus Healthcare Services, Inc., a Florida corporation (which was formerly known as Between Dandelions, Inc.) (the ?Company?), and the purchaser signatory hereto (the ?Purchaser?). This Agreement is made pursuant to the Securitie

Securities Purchase Agreement, dated June 7, 2022, by and between the Company and the investors signatory thereto (filed as Exhibit 10.10 to the Company’s Registration Statement on Form S-1/A filed with the SEC on June 15, 2022 and incorporated herein by reference)

Exhibit 10.10 EXECUTION VERSION SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the ?Agreement?) is made as of June 7, 2022, by and among Optimus Healthcare Services, Inc., a Florida corporation (and together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively, the ?Company?), and Arena Investors, LP, on behal

Form of Warrant, dated June 7, 2022 (filed as Exhibit 4.5 to the Company’s Registration Statement on Form S-1/A filed with the SEC on June 15, 2022 and incorporated herein by reference)

Exhibit 4.5 Execution Version NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN

As filed with the Securities and Exchange Commission on June 15, 2022

S-1/A 1 ea161541-s1a3optimusheal.htm AMENDMENT NO. 3 TO FORM S-1 As filed with the Securities and Exchange Commission on June 15, 2022 Registration No. 333-261849 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OPTIMUS HEALTHCARE SERVICES, INC. (Exact Name of Registrant as Specified in its C

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CORRESP 1 filename1.htm June 15, 2022 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Attention: Jennie Beysolow Jennifer Lopez Molina Keira Nakada Angela Lumley Re: Optimus Healthcare Services, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed April 28, 2022 File No. 333-261849 Dear Ladies and Gentlemen: This letter sets forth respo

Amended and Restated Security Agreement, dated June 7, 2022, by and between the Company and the investors signatory thereto (filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1/A filed with the SEC on June 15, 2022 and incorporated herein by reference)

Exhibit 10.12 Execution Version AMENDED AND RESTATED SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of June 7, 2022 (this ?Agreement?), is among Optimus Healthcare Services, Inc., a Florida corporation (the ?Company?), the Subsidiaries of the Company set forth on the signature pages hereto (such subsidiaries, the ?Subsidiaries? and, together with the Company, the ?Debtors?) and the holders o

Form of Senior Secured Note, dated June 7, 2022 (filed as Exhibit 4.4 to the Company’s Registration Statement on Form S-1/A filed with the SEC on June 15, 2022 and incorporated herein by reference)

Exhibit 4.4 Execution Version NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A

Amendment No. 2 to Stock Acquisition Agreement, dated April 13, 2022, by and among Optimus Healthcare Services, Inc., Optimus Health, Inc., AdhereRx Corporation and Daniel Cohen (filed as Exhibit 2.6 to the Company’s Registration Statement on Form S-1/A filed with the SEC on April 28, 2022 and incorporated herein by reference).

Exhibit 2.6 AMENDMENT NO. 2 TO STOCK ACQUISITION AGREEMENT This Amendment No. 2 (this “Amendment”) to the Stock Acquisition Agreement dated March 24, 2021, as amended on December 29, 2021 (the “Agreement”) is made as of April 13, 2022, by and by and among Optimus Healthcare Services, Inc., a Florida corporation (“Parent”), Optimus Health, Inc., a Delaware corporation and wholly owned subsidiary of

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CORRESP 1 filename1.htm April 28, 2022 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Attention: Jennie Beysolow Jennifer Lopez Molina Keira Nakada Angela Lumley Re: Optimus Healthcare Services, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed February 14, 2022 File No. 333-261849 Dear Ladies and Gentlemen: This letter sets forth r

As filed with the Securities and Exchange Commission on April 28, 2022

As filed with the Securities and Exchange Commission on April 28, 2022 Registration No.

Amendment No. 1 to Stock Acquisition Agreement, dated December 28, 2021, by and among Optimus Healthcare Services, Inc., Optimus Health, Inc., AdhereRx Corporation and Daniel Cohen (filed as Exhibit 2.4 to the Company’s Registration Statement on Form S-1/A filed with the SEC on February 14, 2022 and incorporated herein by reference).

Exhibit 2.4 AMENDMENT NO. 1 TO STOCK ACQUISITION AGREEMENT This Amendment No. 1 (this “Amendment”) to the Stock Acquisition Agreement dated March 24, 2021 (the “Agreement”) is made as of December 29, 2021, by and by and among Optimus Healthcare Services, Inc., a Florida corporation (“Parent”), Optimus Health, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Acquiror”), AdhereRx

Employment Agreement, dated March 24, 2021 by and between the Company and Dan Cohen

Exhibit 10.9 PAINSCRIPT Georgetown Office Park 5920 Hubbard Drive Rockville, MD 20852-4821 Tel: 301-580-4604 Fax: 301-983-9599 March 24, 2021 Letter Employment Agreement This Letter Employment Agreement (this “Agreement”) dated March 24, 2021 (the “Effective Date”), is among AdhereRx Corporation (d/b/a PainScript), a Delaware corporation, with its principal place of business at 5920 Hubbard Drive,

As filed with the Securities and Exchange Commission on February 14, 2022

As filed with the Securities and Exchange Commission on February 14, 2022 Registration No.

Letter Employment Agreement, dated May 25, 2021 by and between the Company and Cliff Saffron (filed as Exhibit 10.8 to the Company’s Registration Statement on Form S-1/A filed with the SEC on February 14, 2022 and incorporated herein by reference).

Exhibit 10.8 Letter Employment Agreement This Letter Employment Agreement (this “Agreement”) dated May 25, 2021 (the “Effective Date”), is among Optimus Healthcare Services, Inc., a Florida corporation, with its principal place of business at 801 S. Federal Highway (22831), Fort Lauderdale, FL 33335 (“Company”), and Cliff Saffron, an individual who resides at 120 Redwood Drive, Roslyn, NY 11576 (“

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CORRESP 1 filename1.htm February 14, 2022 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Attention: Jennie Beysolow Jennifer Lopez Molina Keira Nakada Angela Lumley Re: Optimus Healthcare Services, Inc. Registration Statement on Form S-1 Filed December 22, 2021 File No. 333-261849 Dear Ladies and Gentlemen: This letter sets forth responses on beha

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Optimus Healthcare Services, Inc.

Stock Purchase Agreement, dated January 28, 2022, by and between the Company, Worker’s Health Rx, Inc. and Marc Wiener (filed as Exhibit 2.5 to the Company’s Registration Statement on Form S-1/A filed with the SEC on February 14, 2022 and incorporated herein by reference).

Exhibit 2.5 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (the ?Agreement?) is made this 28th day of January, 2022, among Worker?s Health Rx Inc., a Delaware corporation authorized to do business in New York, with a place of business at 1 Dupont Circle, Suite 112, Plainview, NY 11803 (hereinafter referred to as the ?Corporation?); Marc Wiener, residing at 6 Applegreen Drive, Old Westbury,

Security Agreement, dated May 25, 2021, by and between the Company and the investors signatory thereto (filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 22, 2021 and incorporated herein by reference).

EX-10.3 17 ea152188ex10-3optimusheal.htm SECURITY AGREEMENT, DATED MAY 23, 2021, BY AND BETWEEN THE COMPANY AND THE INVESTORS SIGNATORY THERETO Exhibit 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of May 25, 2021 (this “Agreement”), is among Optimus Healthcare Services, Inc., a Florida corporation (which was formerly known as Between Dandelions, Inc.) (the “Company”), the Subsidiaries

Amended and Restated Articles of Incorporation, dated December 23, 2013 (filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 22, 2021 and incorporated herein by reference).

Exhibit 3.1

Amendment to the Certificate of Incorporation, dated November 23, 2015 (filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 22, 2021 and incorporated herein by reference).

Exhibit 3.2

Letter Employment Agreement, dated May 25, 2021 by and between the Company and Marc Wiener

Exhibit 10.7 Letter Employment Agreement This Letter Employment Agreement (this “Agreement”) dated May 25, 2021 (the “Effective Date”), is among Optimus Healthcare Services, Inc., a Florida corporation, with its principal place of business at 801 S. Federal Highway, Fort Lauderdale, FL 33335 (“Company”), and Marc Wiener, an individual who resides at 6 Applegreen Drive, Old Westbury NY 11568 (“Exec

Registration Rights Agreement, dated May 25, 2021, by and between the Company and the investors signatory thereto (filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 22, 2021 and incorporated herein by reference).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 25, 2021, between Optimus Healthcare Services, Inc., a Florida corporation (which was formerly known as Between Dandelions, Inc.) (the “Company”), and the purchaser signatory hereto (the “Purchaser”). This Agreement is made pursuant to the Securities Purchase Agreemen

Amended and Restated Bylaws (filed as Exhibit 3.7 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 22, 2021 and incorporated herein by reference).

EX-3.7 11 ea152188ex3-7optimusheal.htm AMENDED AND RESTATED BYLAWS Exhibit 3.7 SECOND AMENDED AND RESTATED BYLAWS OF BETWEEN DANDELIONS, INC. ARTICLE 1. MEETINGS OF SHAREHOLDERS. SECTION 1. ANNUAL MEETING. The annual meetings of the Corporation shall be held on the 15th of March of each year or at such other time and place designated by the Board of Directors of the Corporation. SECTION 2. SPECIAL

Amendment to the Articles of Incorporation, dated December 16, 2015 (filed as Exhibit 3.3 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 22, 2021 and incorporated herein by reference).

Exhibit 3.3

Share Exchange Agreement, dated December 28, 2020, by and among Between Dandelions, Inc. and Optimus Healthcare Services, Inc. (filed as Exhibit 2.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 22, 2021 and incorporated herein by reference).

Exhibit 2.2 SHARE EXCHANGE AGREEMENT This Share Exchange Agreement (the “Agreement”), is made and entered into as of December 28, 2020, by and among Between Dandelions, Inc., a Florida corporation (“Buyer”), Optimus Healthcare Services, Inc., a Delaware corporation (the “Company”), and the shareholders of the Company identified on Schedule A annexed hereto (each a “Shareholder” and collectively, t

Securities Purchase Agreement, dated May 25, 2021, by and between the Company and the investors signatory thereto (filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 22, 2021 and incorporated herein by reference).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of May 25, 2021, by and among Optimus Healthcare Services, Inc., a Florida corporation (which was formerly known as Between Dandelions, Inc.) (and together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively, the “Company”

Share Exchange Agreement, dated November 25, 2020, by and among the Clinical Research Alliance Acquisition Corp., Clinical Research Alliance, Inc., Francis Arena and Morton Coleman (filed as Exhibit 2.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 22, 2021 and incorporated herein by reference).

Exhibit 2.1 SHARE EXCHANGE AGREEMENT This Share Exchange Agreement (the “Agreement”), is made and entered into as of November 25, 2020, by and among Clinical Research Alliance Acquisition Corp., a Delaware corporation (“Buyer”), Clinical Research Alliance, Inc., a New York corporation (the “Company”), and Francis Arena, M.D. and Morton Coleman, M.D., the shareholders of the Company (each a “Shareh

Amendment to the Articles of Incorporation, dated January 24, 2021 (filed as Exhibit 3.6 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 22, 2021 and incorporated herein by reference).

Exhibit 3.6

Stock Acquisition Agreement, dated March 24, 2021, by and among Optimus Healthcare Services, Inc., Optimus Health, Inc., AdhereRx Corporation, the Transferors and Daniel Cohen, as the Transferors Representative (filed as Exhibit 2.3 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 22, 2021 and incorporated herein by reference).

EX-2.3 4 ea152188ex2-3optimusheal.htm STOCK ACQUISITION AGREEMENT, DATED MARCH 24, 2021, BY AND AMONG OPTIMUS HEALTHCARE SERVICES, INC., OPTIMUS HEALTH, INC., ADHERERX CORPORATION, THE TRANSFERORS AND DANIEL COHEN, AS THE TRANSFERORS REPRESENTATIVE Exhibit 2.3 EXECUTION VERSION STOCK ACQUISITION AGREEMENT by and among OPTIMUS HEALTHCARE SERVICES, INC. Optimus Health, Inc., AdhereRx Corporation, TH

Form of Senior Secured Note, dated May 25, 2021 (filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 22, 2021 and incorporated herein by reference).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Power of Attorney (included on signature page to this registration statement)

S-1 1 ea152188-s1optimusheal.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on December 22, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OPTIMUS HEALTHCARE SERVICES, INC. (Exact Name of Registrant as Specified in its Charter) Florida 4999 85-24794

Amendment to the Articles of Incorporation, dated December 17, 2021 (filed as Exhibit 3.8 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 22, 2021 and incorporated herein by reference).

Exhibit 3.8

Amendment to the Articles of Incorporation, dated July 11, 2016 (filed as Exhibit 3.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 22, 2021 and incorporated herein by reference).

Exhibit 3.4

Form of Subsidiary Guaranty Agreement, dated May 25, 2021 (filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 22, 2021 and incorporated herein by reference).

Exhibit 10.4 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this “Guaranty”) is entered into as of May 25, 2021 by and among each of the parties identified as a Guarantor on the signature pages hereto (each, a “Guarantor”, and collectively, the “Guarantors”), in favor of the purchasers signatory to the Securities Purchase Agreement (as defined below) (together with their respective successors and ass

2021 Omnibus Incentive Equity Plan (filed as Exhibit 10.6 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 22, 2021 and incorporated herein by reference).

Exhibit 10.6 OPTIMUS HEALTHCARE SERVICES, INC. 2021 OMNIBUS EQUITY INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the Optimus Healthcare Services, Inc. 2021 Omnibus Equity Incentive Plan. The purposes of the Plan are to (i) provide an additional incentive to selected employees, directors and independent contractors of the Company or its Affiliates whose contributions are essent

Form of Warrant, dated May 25, 2021 (filed as Exhibit 4.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 22, 2021 and incorporated herein by reference).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Subscription Agreement used for 2021 Equity Financing (filed as Exhibit 10.5 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 22, 2021 and incorporated herein by reference).

Exhibit 10.5 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) made as of the last date set forth on the signature page hereof between Optimus Healthcare Services, Inc., a Florida corporation (the “Company”), and the undersigned (the “Subscriber”). W I T N E S S E T H: WHEREAS, the Company is conducting a private offering (the “Offering”) consisting of up to shares of t

Amendment to the Articles of Incorporation, dated November 29, 2018 (filed as Exhibit 3.5 to the Company’s Registration Statement on Form S-1 filed with the SEC on December 22, 2021 and incorporated herein by reference).

Exhibit 3.5