OptimizeRx Corporation (OTCMKTS:OPRX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement |
On May 11, 2017, we entered into a Separation and Stock Purchase
Agreement (the Agreement) with our director, Mr. David Harrell,
to which we agreed to repurchase from Mr. Harrell 500,000 shares
of our common stock for aggregate consideration of $390,000,
representing a purchase price of $0.78 per share.
Also under the Agreement, we agreed that the consulting agreement
with Mr. Harrell shall terminate on July 31, 2017, but that his
non-compete agreement with us shall extend to July 31, 2019. The
Agreement also stipulates that Mr. Harrell shall resign as a
member of our board of directors effective June 30, 2017.
The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the
complete text of the Agreement filed as Exhibit 10.1 hereto, and
incorporated herein by reference.
SECTION 5 Corporate Governance and Management
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Offi cers; Compensatory Arrangements of Certain Officers. |
The information set forth in Item 1.01 is incorporated into this
Item 5.02 by reference.
There was no known disagreement with Mr. Harrell with any of our
policies, procedures or practices. Mr. Harrell shall remain with
us as a consultant for an additional month following his
resignation date of June 30, 2017 as provided above.
With an effective date of June 30, 2017, our board of directors
has appointed Mr. Gus D. Halas to serve as chairman of the board
of directors.
SECTION 8 OTHER EVENTS
| Item 8.01 | Other Events |
On May 11, 2017, we issued a press release concerning the
Agreement and the appointment of Mr. Halas as chairman. A copy of
the press release is attached as Exhibit 99.1 hereto.
The information in Item 8.01 of this Current Report on Form 8-K
(including Exhibit 99.1) shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934 (the
Exchange Act) or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933 or the Exchange Act,
except as expressly set forth by specific reference in such a
filing.
SECTION 9 Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Separation and Stock Purchase Agreement, dated May 11, 2017 | |
| 99.1 | Press Release, dated May 17, 2017 |
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. OptimizeRx Corporation (OTCMKTS:OPRX) Recent Trading Information
OptimizeRx Corporation (OTCMKTS:OPRX) closed its last trading session 00.000 at 0.750 with 1,223 shares trading hands.
