OptimizeRx Corp — Regulatory Filings 2016

Mar 31, 2016

8-K 1 f8k032916_optimizerxcorp.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): March 29, 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

___________________________________________________ (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 March 29, 2016, our Board of Directors adopted an Amended and Restated OptimizeRx Corp. 2013 Incentive Plan (the “Amended Plan”) that amends the terms of the original OptimizeRx Corp. 2013 Incentive Plan (the “Plan”) to increase the number of available shares of common stock reserved under the Plan from 1,500,000 shares to 4,000,000 shares. There were no other changes made in the Amended Plan.

The description of the Amended Plan in this Current Report on Form 8-K is a summary and is qualified in its entirety by the terms of the Amended Plan attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

SECTION 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
10.1	Amended
and Restated OptimizeRx Corp. 2013 Incentive Plan

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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/

Doug Baker
Doug
Baker
Chief
Financial Officer

Date: March 31, 2016

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