UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01 Regulation FD Disclosure.
On April 18, 2025, OptimizeRx Corporation, a Nevada corporation (the “Company”), issued a press release announcing its plans to add a new independent director to its board of directors in the second half of 2025 as part of its ongoing process to refresh and expand its board of directors. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On April 18, 2025, following constructive engagement between the Company and Whetstone Capital Advisors, LLC, a Kansas limited liability company (“Whetstone”), regarding a number of matters, Whetstone withdrew the notice of its intent to nominate director candidates that it had submitted to the Company on March 6, 2025 in connection with the Company’s 2025 Annual Meeting of Stockholders.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release of OptimizeRx Corporation issued on April 18, 2025 | |
| 104.1 | 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, thereto duly authorized.
| Date: April 18, 2025 | OPTIMIZERX CORPORATION | |
| By: | /s/ Marion Odence-Ford | |
| Marion Odence-Ford | ||
| Chief Legal Officer | ||
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