Current Report Filing (8-k)
21 Dezember 2018 - 10:56PM
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): December 21, 2018
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
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(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
5 – Corporate Governance and Management
Item
5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On
December 21, 2018, Bryan Archambault notified OptimizeRx Corporation (the “Company”) of his decision to resign as
a member of the Company’s Board of Directors (the “Board”). With the resignation, Mr. Archambault also resigned
as a member of the Board’s audit committee and nomination and governance committee. There were no known disagreements between
Mr. Archambault and the Company on any matter which led to his resignation.
We
have not yet reassigned the existing board members to serve on our committees as a result of Mr. Archambault’s resignation.
It is expected that our remaining independent directors, Mr. Spangler, Mr. Lang or Ms. Vos, will fill the roles left vacant by
Mr. Archambault’s departure.
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.
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OptimizeRx Corporation
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/s/ Douglas Baker
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Douglas Baker
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Chief Financial Officer
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Date: December 21, 2018
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