Other Information
−Removed: During the third 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: During the first quarter of 2026, 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: On May 11, 2026, the Company and Theresa Greco, the Company’s Chief Commercial Officer, agreed to a mutual separation effective June 15, 2026 (the “Separation Date”).
+Added: Effective as of the Separation Date, Ms.
+Added: Greco will no longer serve as the Company’s Chief Commercial Officer.
+Added: The Company expects to enter into a separation and advisory agreement with Ms.
+Added: Greco, the details of which have not been finally determined at this time.
+Added: The Company will provide a description of such separation and advisory agreement in a future filing with the Securities and Exchange Commission following its execution.
Exhibit Number Description of Exhibit
+Added: 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.
+Added: 333-155280) filed on November 12, 2008.
+Added: 3.2 Certificate of Correction, dated April 30, 2018.
+Added: Incorporated by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
+Added: 3.3 Fourth Amended and Restated Bylaws of the Company.
+Added: Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
+Added: 10.1 Amendment No.
+Added: 4 to Financing Agreement, dated March 2, 2026.
+Added: Incorporated by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
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)
−Removed: * Filed herewith.
−Removed: ** Furnished herewith.
+Added: * Exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
+Added: The Company agrees to furnish supplementally a copy of any omitted exhibit to the SEC upon request.
+Added: ** Filed or 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
−Removed: November 7, 2025
/s/ Stephen Silvestro
2 unchanged sentences
OptimizeRx Corporation
−Removed: November 7, 2025
/s/ Edward Stelmakh
Edward Stelmakh
−Removed: Chief Financial Officer and
−Removed: Chief Strategic Officer
+Added: Chief Financial & Strategy 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.