OptimizeRx Corp. Announces Board and Executive Changes

TL;DR

OptimizeRx shakes up board & exec pay - new faces, new comp plans.

AI Summary

OptimizeRx Corp. announced on August 15, 2025, changes related to its board of directors and executive compensation. The filing indicates a departure of directors or certain officers, the election of new directors, and adjustments to compensatory arrangements for certain officers. Specific details regarding the individuals involved and the financial implications of these changes are not fully elaborated in this initial report.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy, governance, or financial outlook, potentially impacting investor confidence and stock performance.

Risk Assessment

Risk Level: medium — Changes in leadership and compensation can introduce uncertainty regarding future strategy and financial performance.

Key Players & Entities

• OptimizeRx Corp. (company) — Registrant
• August 15, 2025 (date) — Date of Earliest Event Reported
• 260 Charles Street, Suite 302, Waltham, MA 02453 (address) — Principal executive offices
• 248 (phone_number) — Registrant's telephone number area code

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 Par Value OPRX The Nasdaq Capital M
• $325,000 — hat Mr. Merrell's annual base salary of $325,000 will be reviewed annually by the Compen

Filing Documents

• ea0253741-8k_optimize.htm (8-K) — 30KB
• ea025374101ex10-1_optimize.htm (EX-10.1) — 16KB
• ea025374101ex99-1_optimize.htm (EX-99.1) — 13KB
• image_001.jpg (GRAPHIC) — 7KB
• image_002.jpg (GRAPHIC) — 7KB
• 0001213900-25-078162.txt ( ) — 254KB
• oprx-20250815.xsd (EX-101.SCH) — 3KB
• oprx-20250815_lab.xml (EX-101.LAB) — 33KB
• oprx-20250815_pre.xml (EX-101.PRE) — 22KB
• ea0253741-8k_optimize_htm.xml (XML) — 4KB

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 19, 2025, OptimizeRx Corporation (the "Company") announced that on August 15, 2025, the Company's board of directors approved leadership changes at the Company, including the appointment of Brendan Merrell, to serve as the Company's Chief Operating Officer, effective as of August 18, 2025 (the "Effective Date"). In connection with this appointment, Mr. Edward Stelmakh, who held the dual roles of Chief Financial Officer & Chief Operations Officer, will transition to the newly created position of Chief Financial & Strategic Officer. In this expanded role, Mr. Stelmakh will assume responsibility for leading the Company's corporate strategy in addition to overseeing its financial operations. Mr. Merrell, age 40, joined the Company in February 2020, and most recently served as the Company's Senior Vice President, Client Strategy & Program Management. Prior to this role, Mr. Merrell held various positions at the Company within commercial operations, including SVP, Client Strategy and SVP, Patient Engagement. Prior to joining the Company, from July 2011 through February 2020, Mr. Merrell was at Decision Resources Group ("DRG"), a multi-national corporation that provides high value global data solutions, analytics and consulting services to pharmaceutical, biotech, medical device, healthcare provider and payer, and managed care companies, in various capacities with him last serving as Head of Commercial Excellence. In connection with Mr. Merrell's appointment as Chief Operating Officer, the Company entered into an offer letter (the "Offer Letter") with Mr. Merrell, which amends and restates his prior offer letter from when he joined the Company in 2020. The Offer Letter provides that Mr. Merrell's employment will be on an at-will basis and that Mr. Merrell's annual base salary of $325,000 will be reviewed

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On August 19, 2025, the Company issued a press release announcing the leadership changes at the Company, including the appointment of Mr. Merrell as Chief Operating Officer. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. 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 Statement and Exhibits

Item 9.01. Financial Statement and Exhibits. Exhibit Number Description 10.1* Amended and Restated Employment Letter, dated as of August 18, 2025 by and between the Company and Brendan Merrell 99.1 Press Release, dated August 19, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit to the SEC upon request.

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: August 19, 2025 By: /s/ Marion Odence-Ford Name: Marion Odence-Ford Title: Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR