OptimizeRx Corp

8-K · ea0294565-8k_optimize.htm iXBRL

0001448431

 2026-06-09
 2026-06-09

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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

  

 FORM 8-K

  

 CURRENT REPORT

  

 Pursuant to Section 13 or 15(d) of

 the Securities Exchange Act of 1934

  

 Date of Report (Date of earliest event reported):
 June 9, 2026

  

 OptimizeRx Corporation

 (Exact name of registrant as specified in its charter)

  

 Nevada
  
 001-38543
  
 26-1265381

 (State or other jurisdiction

 of incorporation)

  
 (Commission File Number)
  

 (IRS Employer

 Identification No.)

  

 260 Charles Street , Suite 302 , Waltham , MA
  
 02453

 (Address of principal executive offices)
  
 (Zip Code)

  

 Registrant’s telephone number, including
area code: 248 - 651-6568

  

                            Not
Applicable                            

 (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 (see General Instruction A.2.
below):

  

 ☐ Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)

  

 ☐ Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

 ☐ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

 ☐ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities registered pursuant to Section 12(b) of the Act:

  

 Title of each class
  

 Trading

 Symbol(s)

  
 Name of each exchange on which registered

 Common Stock, $0.001 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 of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).

  

 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

  

 On June 9,
2026, at the OptimizeRx Corporation (the “Company”) 2026 Annual Meeting of Shareholders (“Annual Meeting”) ,
shareholders approved an amendment (the “Amendment No. 2”) to the OptimizeRx Corporation 2021 Equity Incentive Plan (the “Equity
Plan”) to increase the number of shares of common stock (“Common Stock”) available for awards under the Equity
Plan by 1,000,000 shares to 5,450,000 shares . A summary of the material terms of the 2021 Plan is
incorporated herein by reference from pages 46-54 of the Company’s proxy statement for the Annual Meeting, as filed with the SEC
on April 30, 2026 (the “Proxy Statement”). The Amendment No. 2 is attached as Exhibit 10.1 to this Current Report on Form
8-K and is incorporated by reference herein.

  

 Item 5.07 Submission of Matters to a Vote of Security Holders .

  

 During the Annual Meeting, on June 9, 2026, shareholders were asked to consider and vote upon five proposals: (1) to elect seven directors,
each to serve for a term that expires at the next annual meeting of shareholders and until his or her successor has been elected and qualified
or until his or her earlier death, resignation or removal; (2) to approve, on an advisory basis, the compensation of the Company’s
named executive officers; (3) to approve an amendment to the Equity Plan to increase the aggregate number of shares of Common Stock available
for awards under the Equity Plan by 1,000,000 shares; (4) to approve an amendment to the Equity Plan to adopt an evergreen provision providing
for an automatic annual increase in the shares of Common Stock available for issuance under the Equity Plan; and (5) to ratify Grant Thornton,
LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

  

 On the record date of April 10, 2026, there were
18,765,075 shares of Common Stock issued and outstanding and entitled to vote at the Annual Meeting. For each proposal, the results of
the shareholder voting were as follows:

  

 1. The following nominees were each elected to serve as director
for a term that expires at the next annual meeting of shareholders and until his or her successor has been elected and qualified or until
his or her earlier death, resignation or removal based upon the following votes:

  

 Nominee  
 Votes For    
 Votes Withheld    
 Broker Non-Votes  

 Lynn O’Connor Vos  
   8,327,850    
   4,325,946    
   3,138,456  

 Catherine Klema  
   9,079,088    
   3,574,708    
   3,138,456  

 James Lang  
   10,329,173    
   2,324,623    
   3,138,456  

 Patrick Spangler  
   8,092,151    
   4,561,645    
   3,138,456  

 Mariyamma Varghese Presti  
   11,766,568    
   887,228    
   3,138,456  

 Gregory Wasson  
   10,324,948    
   2,328,848    
   3,138,456  

 Stephen Silvestro  
   12,160,558    
   493,238    
   3,138,456  

  

 1

  

  

 2. The compensation of the Company’s named executive officers,
as described in the proxy statement, was approved on an advisory basis based upon the following votes:

  

 Votes in Favor    
 Votes Against    
 Abstain    
 Broker Non-Votes  

   11,660,549    
   895,095    
   98,152    
   3,138,456  

  

 3.
 The amendment to the Equity Plan to increase the aggregate number of shares of Common Stock available for awards under the Equity Plan by 1,000,000 shares was approved based upon the following votes:

   

 Votes in Favor    
 Votes Against    
 Abstain    
 Broker Non-Votes  

   11,541,123    
   1,096,197    
   16,476    
   3,138,456  

  

 4.
 The amendment to the Equity Plan to adopt an evergreen provision providing for an automatic annual increase in the shares of Common Stock available for issuance under the Equity Plan was not approved based upon the following votes:

  

 Votes in Favor    
 Votes Against    
 Abstain    
 Broker Non-Votes  

   5,627,324    
   7,001,699    
   24,773    
   3,138,456  

  

 5. Grant Thornton LLP was ratified as the Company’s independent registered public accounting firm for the 2026 fiscal year based
upon the following votes:

  

 Votes in Favor    
 Votes Against    
 Abstain  

   15,750,329    
   27,585    
   14,338  

  

 Item 9.01 Financial Statements and Exhibits .

  

 (d) Exhibits.

  

 Exhibit No.
  
 Description

 10.1
  
 Amendment No. 2 to the OptimizeRx 2021 Equity Incentive Plan

 104
  
 Cover Page Interactive Data File (embedded within the Inline XBRL document)

  

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 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: June 12, 2026
 By:
 /s/ Marion Odence-Ford

  
  
 Name: 
 Marion Odence-Ford

  
  
 Title:
 Chief Legal & Administrative Officer

  

  

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