OptimizeRx Corp — Regulatory Filings 2016

Dec 2, 2016

8-K 1 f8k113016_optimizerx.htm CURRENT REPORT

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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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): November 30, 2016 OptimizeRx Corporation (Exact name of registrant as specified in its charter)

Nevada	000-53605	26-1265381
(State
or other jurisdiction of incorporation)	(Commission
File Number)	(I.R.S.
Employer Identification No.)

| 400

Water Street, Suite 200, Rochester, MI	48307
(Address
of principal executive offices)	(Zip
Code)

Registrant’s telephone number, including area code: 248.651.6568

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(Former name or former address, if changed since last report)

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:

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) | | --- | --- | | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |

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SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 30, 2016, Mr. James Brooks moved to a consulting role with our company. Effective on that date, Mr. Brooks will no longer serve as our Senior Vice President of Business Development. We agreed to pay all compensation and reimbursable expenses through December 31, 2016. Mr. Brooks has also provided us a release of all claims in connection with the end of his employment relationship and move to his consulting role.

Commencing January 1, 2017, Mr. Brooks will serve as a consultant for one year and assist with our selling efforts to EHRs. For his consulting, we have agreed to compensate him a fee for each signed and integrated EHR plus a percentage of the net revenues received from such EHRs during his consulting period. Special projects will be billed to us at an hourly rate.

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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

/s/ Douglas Baker

Douglas Baker Chief Financial Officer

Date: December 2, 2016

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