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Item 5. Other Information

2025-08-08 compared with 2025-05-13 · 40 added, 9 removed, 24 unchanged (67% of the section changed)

Other Information

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).

Adoption of the 10b5-1 Trading Plan(s)

During the second quarter ended June 30, 2025, certain of our officers and directors adopted Rule 10b5-1 trading arrangements as follows:

On May 30, 2025 , Mr.

Patrick Spangler , a director of the Company, adopted a written plan for the sale of the Company's securities that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (the “Spangler Rule 10b5-1 Trading Plan).

The Spangler 10b5-1 Trading Plan, which term expires on September 30, 2025 , provides for the sale of up to 11,120 shares of the Company's common stock pursuant to the terms therein.

On May 15, 2025 , Mr.

Edward Stelmakh , the Chief Financial Officer & Chief Operations Officer of the Company, adopted a written plan for the sale of the Company's securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (the “Stelmakh Rule 10b5-1 Trading Plan).

The Stelmakh 10b5-1 Trading Plan, which term expires on August 15, 2026 (“Stelmakh Sale Term Date”), or earlier if all authorized transactions under the Stelmakh Rule 10b5-1 Trading Plan have been completed, provides for the sale of up to 114,428 shares of the Company's common stock, and the sale of up to 35,662 shares of the Company’s common stock upon the vesting of restricted stock units prior to the Stelmakh Sale Term Date, pursuant to the terms therein.

The actual number of shares sold may be less based on tax withholdings.

During the second quarter ended June 30, 2025, none of our directors or executive officers terminated any Rule 10b5-1 trading arrangement and there were no non-Rule 10b5-1 trading arrangements entered into or terminated by our directors or officers.

Company Bylaws

On August 5, 2025, the Board approved the Fourth Amended and Restated Bylaws of OptimizeRx Corporation (the “Fourth Amended and Restated Bylaws”), effective immediately.

The Board last took action to amend and restate its

corporate bylaws on March 7, 2023.

In addition to certain clarifying and conforming changes, the Fourth Amended and Restated Bylaws include the following modifications:

• clarifying that, at the annual meeting of the Company’s stockholders, the only business that shall be conducted shall be such business that is properly brought before the meeting in accordance with the requirements of the Fourth Amended and Restated Bylaws, the Company’s Articles of Incorporation (as amended or amended and restated from time to time, the “ Articles of Incorporation ”), Nevada Revised Statutes (as amended from time to time, the “ NRS ”), and other applicable law;

• providing that the Board or chair of the meeting is authorized to appoint inspectors of elections, who do not need to be stockholders, and clarifying that meetings are not required to follow parliamentary procedure unless determined by the Board or chair of the meeting;

• expanding and clarifying the authority of the Board and the chair of the meeting to prescribe rules, regulations, and procedures for meetings;

• establishing new and more detailed procedural requirements for stockholder nominations and business proposals;

• providing that , f or stockholders to make nominations or bring business before a meeting, a stockholder must be a record holder as of the record date set by the Board for the purpose of determining stockholders entitled to notice of, and to vote at, the meeting and at the time of such meeting (and any postponement or adjournment thereof), and at the time that the stockholder delivers an advance notice, and be entitled to vote at the meeting (and any postponement or adjournment thereof) in the election of each individual so nominated and on any such other business proposed by such stockholder;

• providing that stockholders are required to be “Present in Person” to make nominations or bring business before a meeting;

• requiring stockholders to provide enhanced disclosures when they notify the Company of their intention to make nominations or bring business before a meeting, requiring all information provided within an advance notice to be cross referenced to the applicable disclosure requirement, and requiring all disclosures to be made directly within the advance notice rather than referencing other materials;

• requiring stockholders to provide, upon request, written verification and updates to the information included in a submitted advance notice, with explicit consequences for non-compliance;

• clarifying that information provided in a stockholder’s advance notice is not confidential or proprietary and may be publicly disclosed by the Company;

• imposing additional requirements for director nominees, including mandatory interviews, disclosure of prior convictions, and compliance with codes of conduct and ethics;

• providing that, e xcept as otherwise provided by the Fourth Amended and Restated Bylaws, the Articles of Incorporation, the NRS, or other applicable law, the chairperson of any annual or special meeting of the Company’s stockholders shall have the power to determine, in consultation with counsel (who may be the Company’s internal counsel), whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the Fourth Amended and Restated Bylaws;

• providing advance notice procedures in the event that the number of directors to be elected to the Board at the next annual meeting of the Company’s stockholders is increased by the Board, and there is no public announcement by the Company of such action specifying the size of the increased Board at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting of the Company’s stockholders;

• providing that in no event can a stockholder include in an advance notice a number of proposed nominees for election as directors that is greater than the number of directors to be elected to the Board at the stockholders’ meeting to which that advance notice relates which, in the absence of any contrary public announcement, may be

assumed to be the number of directors serving on the Board at the time that the advance notice is submitted to the Company;

• providing that a stockholder, by its delivery of an advance notice to the Company, represents and warrants that all information contained in such advance notice is true and accurate in all respects;

• requiring any stockholder who submits an advance notice to notify the secretary of the Company in writing of any inaccuracy or change in any information submitted pursuant to the Fourth Amended and Restated Bylaws’ advance notice provisions;

• providing that any previously scheduled annual or special meeting of the Company’s stockholders may be postponed, and any previously scheduled annual or special meeting of the Company’s stockholders called by the Board may be canceled, by resolution of the Board upon public notice given prior to the time previously scheduled for such meeting of stockholders;

• clarifying that the Fourth Amended and Restated Bylaws may be amended, revised, or repealed or new bylaws may be made adopted by a vote of stockholders provided that the notice of the stockholders’ meeting states that the purpose, or one of the purposes, of the meeting is to consider an amendment to the Fourth Amended and Restated Bylaws and such notice includes a copy of the proposed amendment or a summary of the changes to be effected thereby;

• providing new or revised definitions for defined terms including, but not limited to, “ Affiliate ,” “ Associate ,” “ beneficial owner ,” “ beneficial ownership ,” “ business day ,” “ close of business ,” “ public announcement ,” “ publicly announced, ” and “ Stockholder Notice Deadline .”

This summary of the various amendments included in the Fourth Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Fourth Amended and Restated Bylaws, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Exhibit Number Description of Exhibit

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.

10.2 Amendment No.

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.

10.3 Separation and Advisory Agreement executed as of January 3, 2025 by and between the Company and William J.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 10, 2025.

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.

Fourth Amended and Restated Bylaws

31.1* Certification of Chief Executive Officer pursuant to 18 U.S.C.

10 unchanged sentences

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Furnished herewith.

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

August 8, 2025

/s/ Stephen Silvestro

2 unchanged sentences

OptimizeRx Corporation

August 8, 2025

/s/ Edward Stelmakh

3 unchanged sentences

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.

What changed 10-Q

Item 5. Other Information