Current Report · Items 7.01, 8.01, 9.01 · 8-K

OptimizeRx Corporation

OPRXNASDAQEQUITYCurrent

Regulation FD Disclosure · Other Events

Filed Apr 18, 2025Accepted Apr 18, 2025, 4:30 PM EDTCIK 1448431Accession 0001213900-25-033402

Company context

OptimizeRx is a leading healthcare technology company that’s redefining how life science brands connect with patients and healthcare providers. Our platform combines innovative artificial intelligence (AI)-driven tools like the Dynamic Audience Activation Platform (DAAP) and Micro-Neighborhood Targeting (MNT) to deliver timely, relevant, and hyper-local engagement. By bridging the gap between HCP and DTC strategies, we empower brands to create synchronized marketing solutions that drive faster treatment decisions and improved patient outcomes.

Current securities

OPRXNASDAQ · EQUITY · Current

Recent company filings

Disclosure sections

Items 7.01, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 7.01Item 7.01 - Regulation FD Disclosure

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 8.01Item 8.01 - Other Events

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.

Filed exhibits (1)

EX-99.1 (by filename) ea023886601ex99-1_optimize.htm

EX-99.1 2 ea023886601ex99-1_optimize.htm PRESS RELEASE OF OPTIMIZERX CORPORATION ISSUED ON APRIL 18, 2025 Exhibit 99.1 OptimizeRx Corporation Announces Plan for Additional Board of Directors Refreshment WALTHAM, MA - April 18, 2025 - OptimizeRx Corp. (the “Company”) (Nasdaq: OPRX), a leading provider of healthcare technology solutions helping life sciences companies reach and engage healthcare professionals (HCPs) and patients, today announced that, as part of OptimizeRx’s ongoing process to refresh and expand its board of directors (the “Board”), it intends to appoint a new independent director to its Board of Directors during the second half of this year. With the appointment of a new independent director in 2025, OptimizeRx will have refreshed its Board, which is currently comprised of five directors, with three new directors since 2020, including Catherine Klema who was added in 2024 and Gregory D. Wasson who was added in 2020. As it begins its process of identifying a new independent director, the Board will be seeking an individual who has relevant expertise and experience that complements the current Board members and furthers the execution of the Company’s strategy a…

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