Other Information
−Removed: spouse of Lynn O’Connor Vos, the Chairperson of our Board of Directors, adopted a Rule 10b5-1 plan (“Rule 10b5-1 Plan”)
−Removed: intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act with a start date of September 13, 2024.
−Removed: The Rule 10b5-1 Plan provides for the sale of up to 9334 shares of the Company’s common stock held directly by Mr.
−Removed: 10b5-1 Plan expires on September 12, 2025, or upon the earlier completion of all authorized transactions under such Rule 10b5-1 Plan.
−Removed: the third quarter of 2024, none of our other directors or executive officers adopted or terminated any “Rule 10b5-1 trading arrangement”
−Removed: or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Registration S-K).
−Removed: 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.
−Removed: 333-155280) filed on November 12, 2008.
−Removed: Certificate of Correction, dated April 30, 2018.
+Added: During the first quarter of 2025, none of our 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).
+Added: Exhibit Number Description of Exhibit
+Added: 10.1 Amended OptimizeRx Corporation Executive Severance Plan, dated March 7, 2025.
Incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
−Removed: Third Amended and Restated Bylaws of the Company.
+Added: 10.2 Amendment No.
+Added: 3 to Financing Agreement, dated February 5, 2025.
Incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
−Removed: Certification of Chief
−Removed: Executive Officer pursuant to 18 U.S.C.
+Added: 10.3 Separation and Advisory Agreement executed as of January 3, 2025 by and between the Company and William J.
+Added: Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 10, 2025.
+Added: 10.4 Amended and Restated Employment Letter, dated as of March 7, 2025 by and between the Company and Stephen Silvestro Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 10, 2025.
+Added: 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
−Removed: Certification of Chief
−Removed: Financial Officer pursuant to 18 U.S.C.
+Added: 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
−Removed: Certification of Chief
−Removed: Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
−Removed: Inline XBRL Instance Document
−Removed: Inline XBRL Taxonomy Extension Schema
−Removed: Inline XBRL Taxonomy Extension Calculation
−Removed: Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Definition
−Removed: Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Label
−Removed: Linkbase Document
−Removed: Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
−Removed: to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
−Removed: the undersigned, thereunto duly authorized.
+Added: 32.1** Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
+Added: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: 101.INS** Inline XBRL Instance Document
+Added: 101.SCH Inline XBRL Taxonomy Extension Schema Document
+Added: 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
+Added: 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
+Added: 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
+Added: 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+Added: 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.
+Added: OptimizeRx Corporation
+Added: /s/ Stephen Silvestro
+Added: Stephen Silvestro
Chief Executive Officer
−Removed: (principal executive officer)
−Removed: Edward Stelmakh
+Added: OptimizeRx Corporation
+Added: /s/ Edward Stelmakh
Edward Stelmakh
1 unchanged sentence
Chief Operations Officer
−Removed: (principal financial and accounting officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.