OptimizeRx Corp
For the period ended Apr 18, 2025. Filed Apr 18, 2025.
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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Apr 18, 2025 · Filed Apr 18, 2025
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $.001 par value | OPRX | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2). Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Item 7.01 Regulation FD Disclosure.
On April 18, 2025, OptimizeRx Corporation, a Nevada corporation (the “Company”), issued a press release announcing its plans to add a new independent director to its board of directors in the second half of 2025 as part of its ongoing process to refresh and expand its board of directors. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On April 18, 2025, following constructive engagement between the Company and Whetstone Capital Advisors, LLC, a Kansas limited liability company (“Whetstone”), regarding a number of matters, Whetstone withdrew the notice of its intent to nominate director candidates that it had submitted to the Company on March 6, 2025 in connection with the Company’s 2025 Annual Meeting of Stockholders.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Press Release of OptimizeRx Corporation issued on April 18, 2025 |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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