Current Report Filing (8-k)
May 17 2017 - 9:16AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 11, 2017
OptimizeRx Corporation
(Exact name of registrant as specified in its charter)
Nevada
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000-53605
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26-1265381
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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400
Water Street, Suite 200, Rochester, MI
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48307
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
248.651.6568
________________________________________________
(Former
name or former address, if changed since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
SECTION
1 –
Registrant’s Business and Operations
Item
1.01
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Entry
into a Material Definitive Agreement
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On
May 11, 2017, we entered into a Separation and Stock Purchase Agreement (the “Agreement”) with our director, Mr. David
Harrell, pursuant to which we agreed to repurchase from Mr. Harrell 500,000 shares of our common stock for aggregate consideration
of $390,000, representing a purchase price of $0.78 per share.
Also
under the Agreement, we agreed that the consulting agreement with Mr. Harrell shall terminate on July 31, 2017, but that his non-compete
agreement with us shall extend to July 31, 2019. The Agreement also stipulates that Mr. Harrell shall resign as a member of our
board of directors effective June 30, 2017.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete
text of the Agreement filed as Exhibit 10.1 hereto, and incorporated herein by reference.
SECTION
5 –
Corporate Governance and Management
Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Offi
cers; Compensatory Arrangements of Certain Officers.
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The
information set forth in Item 1.01 is incorporated into this Item 5.02 by reference.
There
was no known disagreement with Mr. Harrell with any of our policies, procedures or practices. Mr. Harrell shall remain with us
as a consultant for an additional month following his resignation date of June 30, 2017 as provided above.
With
an effective date of June 30, 2017, our board of directors has appointed Mr. Gus D. Halas to serve as chairman of the board of
directors.
SECTION
8 – OTHER EVENTS
On
May 11, 2017, we issued a press release concerning the Agreement and the appointment of Mr. Halas as chairman. A copy of the press
release is attached as Exhibit 99.1 hereto.
The
information in Item 8.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange
Act, except as expressly set forth by specific reference in such a filing.
SECTION
9 –
Financial Statements and Exhibits
Item
9.01
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Financial
Statements and Exhibits.
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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 hereunto duly authorized.
OptimizeRx
Corporation
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/s/
Douglas Baker
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Douglas
Baker
Chief
Financial Officer
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Date:
May 17, 2017
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3
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