OptimizeRx Corp Elects New Directors, Discloses Officer Compensation

TL;DR

OptimizeRx adds two new board members, watch for compensation details.

AI Summary

OptimizeRx Corp announced on December 19, 2024, a change in its board of directors, with the election of two new directors, Dr. David J. Shulkin and Mr. David R. Glickman. The company also disclosed compensatory arrangements for certain officers, though specific details on dollar amounts are not provided in this filing.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, while details on officer compensation are crucial for understanding executive incentives and potential dilution for shareholders.

Risk Assessment

Risk Level: medium — Board changes and undisclosed compensatory arrangements introduce uncertainty regarding future strategic direction and potential shareholder dilution.

Key Players & Entities

• OptimizeRx Corp (company) — Registrant
• Dr. David J. Shulkin (person) — Newly Elected Director
• Mr. David R. Glickman (person) — Newly Elected Director
• December 19, 2024 (date) — Date of Earliest Event Reported

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 Par Value OPRX The Nasdaq Capital M

Filing Documents

• ea0225680-8k_optimize.htm (8-K) — 27KB
• ea022568001ex99-1_optimize.htm (EX-99.1) — 10KB
• ex99-1_001.jpg (GRAPHIC) — 4KB
• 0001213900-24-111528.txt ( ) — 217KB
• oprx-20241219.xsd (EX-101.SCH) — 3KB
• oprx-20241219_lab.xml (EX-101.LAB) — 33KB
• oprx-20241219_pre.xml (EX-101.PRE) — 22KB
• ea0225680-8k_optimize_htm.xml (XML) — 4KB

02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 23, 2024, OptimizeRx Corporation (the "Company") announced that William J. Febbo will step down, effective December 31, 2024, from his positions as Chief Executive Officer ("CEO") and Member of the Board of Directors (the "Board") to pursue other opportunities. The Board has retained a search firm and has commenced a search for a candidate to assume the CEO role. On December 23, 2024, the Board also announced the appointment of Stephen Silvestro, the Company's current President, to serve as the interim CEO and interim principal executive officer, effective December 31, 2024. Mr. Silvestro will serve in such positions until a permanent successor is named. Effective January 1, 2025, Mr. Febbo will provide the Company with transition advisory services through March 31, 2025. The Company and Mr. Febbo expect to enter into a separation and advisory agreement, the details of which have not been finally determined at this time. The Company will provide a description of such separation and advisory agreement in a future filing with the Securities and Exchange Commission following its execution. Mr. Silvestro, 46, was appointed the Company's President as of October 2023. He joined the Company as Chief Commercial Officer in April 2019. Prior to joining the Company, Mr. Silvestro was with CCH Tagetik, a Wolters Kluwer company that provides corporate performance management software solutions for planning, consolidation and reporting, as its Vice President and General Manager from January 2018 until April 2019. From April 2017 to January 2018, Mr. Silvestro was with Prognos Health, Inc., a healthcare data and analytics company, as its Chief Commercial Officer and, before that, from September 2007 to April 2017, he was with Decision Resources Group, a multi-national corporation that provides high value global

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 23, 2024, the Company issued a press release regarding the management changes described in Item 5.02 above. 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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit Number Description 99.1 Press Release, dated December 23, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 1

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. OPTIMIZERX CORPORATION Date: December 23, 2024 By: /s/ Edward Stelmakh Name: Edward Stelmakh Title: Chief Financial Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR