Current Report Filing (8-k)
26 Juni 2015 - 11:05PM
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: June 24, 2015
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)) |
Section
3 – Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities.
Awards
of Restricted Stock to David Harrell and Terrence Hamilton
On
June 24, 2015, the Company’s Board of Directors resolved to award Mr. Harrell 79,042 restricted shares of the Company’s
common stock in recognition of Mr. Harrell’s contributions to the Company. The Company also resolved to award Mr. Hamilton
118,563 restricted shares of the Company’s common stock in recognition of Mr. Hamilton’s contributions to the
Company. The awards are subject to the terms of the Company’s 2013 Incentive Plan and to their respective Restricted Stock
Award Agreements.
Option
Grant to Doug Baker
On
June 24, 2015, the Board of Directors resolved to grant Mr. Baker an option to acquire 100,000 shares of Company common stock
with an exercise price of $1.05 per share in recognition of Mr. Baker’s contributions to the Company. The option will vest
over a one year period and will expire in five years. The grant is subject to the terms of the Company’s 2013 Incentive
Plan and to the Stock Option Agreement in favor of Mr. Baker.
Amendment
to Doug Baker Stock Option
On
June 24, 2015, the Board of Directors approved an amendment to Mr. Baker’s May 19, 2014 option to acquire 100,000 shares
of the Company’s common stock with an exercise price of $1.72 per share (the “Old Option”). The amendment modifies
the Old Option’s exercise price to $1.05 per share. The amendment did not change the option’s vesting schedule or
any other terms.
These
securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented
their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given
adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising.
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.
The information
contained in Item 3.02 of this Form 8-K is incorporated herein by reference.
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:
June 26, 2015 |
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