Item 1.01. Entry into a Material Definitive Agreement

On December 7, 2022, Optimus Healthcare Services, Inc. (the 'Company") entered into a stock acquisition agreement (the "Agreement") by and among the Company, Optimus Health, Inc., the Company's wholly-owned subsidiary ("Optimus Health"), AdhereRx Corporation ("Painscript") and certain shareholders of the Company pursuant to which the Company agreed to exchange 100% of the outstanding shares of Painscript for 1,600,000 shares of the Company's common stock.

The obligation of the Company and the other parties to consummate the transactions contemplated by the Agreement will be subject to the satisfaction or waiver of a number of closing conditions, including, but not limited to, the following (i) the cancellation of 400,000 earnout shares that were issuable to the former shareholders of Painscript; (ii) the Company providing a loan in the aggregate principal amount of $200,000 to Painscript to cover employee liabilities and general working capital as well as an additional $100,000 to cover liabilities of Painscript; (iii) termination of all employment agreements entered into with the former Painscript shareholders; (iv) receipt of resignations and releases from all former Optimus Health employees and consultants and (v) termination of the Company's scientific advisory board.

The Agreement (and the foregoing description of the Agreement and the transactions contemplated thereby) has been included to provide investors and shareholders with information regarding the terms of the Agreement and the transactions contemplated thereby. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Agreement were made only as of specified dates for the purposes of the Agreement, were solely for the benefit of the parties to the Agreement and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in the Agreement and discussed in the foregoing description, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to shareholders and reports and documents filed with the SEC. Investors and shareholders are not third-party beneficiaries under the Agreement. Accordingly, investors and shareholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the Agreement, which subsequent information may or may not be fully reflected in the parties' public disclosures.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. This report shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.





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Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description

2.1*            Stock Acquisition Agreement, dated December 7, 2022, by and among
              Optimus Healthcare Services, Inc., Optimus Health, Inc., AdhereRx
              Corporation and the transferors
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company

agrees to furnish supplementally a copy of any omitted schedule to the

Securities and Exchange Commission upon request.






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