Item 5. Other Information
Item
5. Other Information
The
spouse of Lynn O’Connor Vos, the Chairperson of our Board of Directors, adopted a Rule 10b5-1 plan (“Rule 10b5-1 Plan”)
intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act with a start date of September 13, 2024.
The Rule 10b5-1 Plan provides for the sale of up to 9334 shares of the Company’s common stock held directly by Mr. Vos. The Rule
10b5-1 Plan expires on September 12, 2025, or upon the earlier completion of all authorized transactions under such Rule 10b5-1 Plan.
During
the third quarter of 2024, none of our other directors or executive officers adopted or terminated any “Rule 10b5-1 trading arrangement”
or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Registration S-K).
Item
6. Exhibits
Exhibit
Number
Description
of Exhibit
3.1
Articles of Incorporation of OptimizeRx Corporation (the “Company”) Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (Registration No. 333-155280) filed on November 12, 2008.
3.2
Certificate of Correction, dated April 30, 2018. Incorporated by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
3.3
Third Amended and Restated Bylaws of the Company. Incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
31.1**
Certification of Chief
Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2**
Certification of Chief
Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification of Chief
Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
101.INS**
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema
Document
101.CAL
Inline XBRL Taxonomy Extension Calculation
Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition
Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label
Linkbase Document
104
Cover Page
Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
28
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, thereunto duly authorized.
OptimizeRx
Corporation
Date: November 14,
2024
By:
/s/
William J. Febbo
William J. Febbo
Title:
Chief Executive Officer
(principal executive officer)
OptimizeRx
Corporation
Date: November 14,
2024
By:
/s/
Edward Stelmakh
Edward Stelmakh
Title:
Chief Financial Officer and
Chief Operations Officer
(principal financial and accounting officer)
29
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.