OptimizeRx Corporation (OTCMKTS:OPRX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective March 23, 2018, we have appointed Messrs. Patrick Spangler and Bryan Archambault as members of our Board of Directors.
Mr. Spangler currently serves as Chief Financial Officer of VigiLanz Corporation, a privately held firm in health care information technology. He brings more than 30 years of experience in the health care industry, executing domestic and international growth and exit strategies. He has helped lead high-performance, emerging growth firms, as well as large publically traded companies and has also served in the private equity sector successfully improving operational results with a broad array of portfolio companies. Prior to VigiLanz Corporation, he served as Executive Vice President and Chief Financial Officer of Healthland, Inc. an EHR Company serving the critical access hospital market; Epocrates (EPOC) which he took public in 2011 and was acquired by Athena Health, ev3 (EVVV) which he took public in 2005 and was acquired by Covidien, and EMPI (EMPI) which was acquired by Encore Medical (ENMC). Mr. Spangler holds a B.S. in accounting and an M.B.T. in business taxation from the University of Minnesota and a M. B. A. from the University of Chicago Booth Graduate School of Business. He currently is a member of the Board of Directors of Lifespace Communities Inc and previously served on the Board of Directors of Urologix Inc. (ULGX).
Mr. Archambault is currently the Chief Marketing Officer of greyhealth group and has been since 2010. He has a diverse background that started 20+ years ago in the sales and customer-marketing space. He brought that experience and insight to brand strategy and multichannel marketing for healthcare clients in biopharma, OTC and animal health. He does not serve on the boards of any other public companies.
Mr. Archambault will represent WPP, a strategic investor in our company, replacing Ms. Lynn O’Connor Vos in this role. Ms. Vos, who left her position as CEO of WPP’s subsidiary, greyhealth group, to become CEO of the Muscular Dystrophy Association, will remain on our Board of Directors, as now an independent director. Following these appointments, our Board of Directors will be comprised of six board members, with four serving as independent directors.
Aside from the foregoing, there were no arrangements or understandings between either Messrs. Spangler or Archambault and any other persons to which they were selected as members of our Board of Directors. There are no transactions in which either has an interest requiring disclosure to Item 404(a) of Regulation S-K.
As non-employee directors, Mr. Spangler and Ms. Vos will be entitled to participate in our Director Compensation Plan.
Also, effective March 23, 2018, because of internal limitations on the size of our Board, Dr. Jack Pinney resigned as a member of our Board of Directors to make room for the new members. There was no known disagreement with Dr. Pinney on any matter relating to our operations, policies or practices. Dr. Pinney continues to serve on our Medical Advisory Board, which is now comprised of five leading physicians.
We have not yet selected committee members for our newly created audit committee and we are currently reassigning board members to serve on our other committees as a result of Mr. Pinney’s resignation. It is expected that Mr. Spangler will serve on the audit committee and that his education and financial experience make him qualified to serve as an audit committee financial expert under applicable Securities and Exchange Commission regulations.
We issued a press release on March 27, 2018 announcing the appointment of Messrs. Spangler and Archambault to our Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1.
ITEM 8 – OTHER EVENTS
Item 8.01 Other Events
On March 23, 2018, our Board of Directors established and audit committee and adopted an Audit Committee Charter, a copy of which is attached hereto as Exhibit 99.2.
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
OptimizeRx Corp ExhibitEX-99.1 2 f8k032318ex99-1_optimize.htm PRESS RELEASE DATED MARCH 27,…To view the full exhibit click here
About OptimizeRx Corporation (OTCMKTS:OPRX)
OptimizeRx Corporation is a technology solutions company. The Company focuses on the healthcare industry. The Company connects patients, physicians and pharmaceutical manufacturers through technology. The Company’s solutions provide pharmaceutical manufacturers a direct to physician channel for communicating and promoting products. It provides healthcare providers a means to provide sampling and coupons without having to physically store samples on site. The Company’s principal products and applications include SampleMD, OPTIMIZEHR and OPTIMIZERx.com. SampleMD is a virtual Patient Support Center. OPTIMIZEHR is a consulting practice focused on educating and working with pharmaceutical manufacturers on identifying, formulating and implementing new electronic prescribing (eRx) media strategies for promoting their products. OPTIMIZERx.com is a portal to healthcare savings for patients to centrally review and participate in prescription and healthcare savings and support programs.
