Current Report Filing (8-k)
12 März 2020 - 10:21PM
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): March 11, 2020
OptimizeRx Corporation
(Exact name of registrant as specified in its charter)
Nevada
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001-38543
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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.
☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
symbol
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Name
of each exchange on which registered
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Common
Stock
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OPRX
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Nasdaq
Capital Market
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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
Our Board of Directors approved an increase
of shares of common stock to the number of shares covered by the Third Amended and Restated OptimizeRx Corp. 2013 Incentive Plan.
The Fourth Amended and Restated OptimizeRx Corp. 2013 Incentive Plan (the “2013 Plan”) increases the shares issuable
under the Plan by 500,000, from 2,500,000 shares to 3,000,000. Other than the change in the number of shares available under the
2013 Plan, no other changes were made to the 2013 Plan by the amendment. A copy of the 2013 Plan is attached as Exhibit 99.1 to
this Current Report on Form 8-K.
The
2013 Plan provides for the issuance of shares of our common stock, in the form of stock grants, options and other securities,
to directors, officers, employees, consultants and other service providers of our company. We plan to submit the increase in shares
available under the 2013 Plan for stockholder approval later this year.
SECTION
9 – Financial Statements and Exhibits
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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
/s/ Douglas P. Baker
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Douglas P. Baker
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Chief Financial Officer
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Date: March 12, 2020
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