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Microsoft health leader joins OptimizeRx (OPRX) board as independent director

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

OptimizeRx Corporation appointed Mary Varghese Presti, currently Corporate Vice President and Chief Operating Officer of Microsoft’s Health & Life Sciences organization, to its Board of Directors as an independent director. Her term runs until the company’s 2026 annual meeting of stockholders, continuing until a successor is elected and qualified.

The Board expanded from six to seven members in connection with her appointment and named her to the Audit Committee. As a non-employee director, she will receive an annual cash retainer of $45,000, an annual equity grant valued at approximately $175,000, and an additional annual $10,000 cash retainer for Audit Committee service. A related press release describing her extensive healthcare and technology background, including roles at Microsoft, Nuance, IBM Watson Health, athenahealth, and Pfizer, was furnished as an exhibit.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Annual director cash retainer <money>$45,000</money> Non-employee director annual cash retainer for Board service
Annual equity grant value <money>$175,000</money> Approximate grant date value of annual equity award to non-employee director
Audit Committee retainer <money>$10,000</money> Additional annual cash retainer for serving as Audit Committee member
Board size after appointment 7 members Board expanded from six to seven directors with Mary Varghese Presti’s appointment
Experience in healthcare and tech 25+ years Mary Varghese Presti’s experience across healthcare, life sciences, and technology
independent director financial
"The appointment of Ms. Varghese Presti as an independent director is in furtherance..."
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Audit Committee financial
"The Board also appointed Ms. Varghese Presti to serve as a member of the Audit Committee."
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
non-employee director compensation program financial
"As a non-employee director, Ms. Varghese Presti will participate in the Company’s previously disclosed non-employee director compensation program..."
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure. On April 8, 2026, the Company issued a press release..."
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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UNITED STATES

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): April 3, 2026

 

OptimizeRx Corporation

(Exact name of registrant as specified in charter)

 

Nevada   001-38543   26-1265381
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

260 Charles Street, Suite 302

Waltham, MA 02453

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: 248.651.6568

 

                           Not Applicable                               

(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 (see General Instruction A.2. below):

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 Par Value   OPRX   The Nasdaq Capital Market

 

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. 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

 

On April 3, 2026, the Board of Directors (the “Board”) of OptimizeRx Corporation (the “Company”), upon the recommendation of the Board’s Nominating & Governance Committee, appointed Mary Varghese Presti to serve as a director of the Company until the date of the Company’s 2026 annual meeting of stockholders and until her successor is elected and qualified, except in the event of her earlier death, resignation or removal. The appointment of Ms. Varghese Presti as an independent director is in furtherance of the Company’s ongoing process to refresh and expand its Board. In connection with Ms. Varghese Presti’s appointment to the Board, the Board expanded the size of the Board to seven members from its current six members. The Board also appointed Ms. Varghese Presti to serve as a member of the Audit Committee.

 

As a non-employee director, Ms. Varghese Presti will participate in the Company’s previously disclosed non-employee director compensation program, which includes, among other things, an annual cash retainer of $45,000, an annual equity grant with a grant date value of approximately $175,000, and an additional annual cash retainer of $10,000 for serving as a member of the Audit Committee.

 

Item 7.01 Regulation FD Disclosure.

 

On April 8, 2026, the Company issued a press release announcing the appointment of Ms. Varghese Presti to its Board. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

The information in this Item 7.01 and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit Number   Description
99.1   Press release, dated April 8, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

 

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
     
Date: April 8, 2026 By: /s/ Marion Odence-Ford
    Name:  Marion Odence-Ford
    Title: Chief Legal & Administrative Officer

 

2

 

Exhibit 99.1

 

 

OptimizeRx Appoints Mary Varghese Presti

to Board of Directors

 

Microsoft Health & Life Sciences COO brings expertise in scaling healthcare platforms, commercializing new technologies, and driving operational efficiency

 

WALTHAM, MA – April 8, 2026 (GLOBE NEWSWIRE) – OptimizeRx Corp. (the “Company”) (Nasdaq: OPRX), a leading provider of healthcare solutions helping life sciences companies reach and engage healthcare professionals (HCPs) and patients, today announced the appointment of Mary Varghese Presti to its Board of Directors. The appointment of Varghese Presti as an independent director is in furtherance of the Company’s ongoing process to refresh and expand its Board of Directors.

 

Varghese Presti brings more than 25 years of experience at the intersection of healthcare, life sciences, and technology, with a track record of building and scaling platforms that translate innovation into real-world impact. She currently serves as Corporate Vice President and Chief Operating Officer of Microsoft’s Health & Life Sciences organization, where she leads operational strategy and execution for a global, high-growth business. 

 

At Microsoft, Varghese Presti plays a central role in advancing the company’s healthcare strategy during a period of rapid transformation driven by AI. She has helped operationalize next-generation, AI-powered capabilities, including clinical and agentic technologies, that are reshaping how care is delivered, how workflows are managed, and how health systems scale. Her work focuses on enabling healthcare organizations to increase clinical capacity, improve decision-making, and deliver more connected, data-driven care.

 

Varghese Presti has held leadership roles across some of the most influential organizations in healthcare and technology, including Microsoft, Nuance, IBM Watson Health, athenahealth, and Pfizer. Her career uniquely spans care delivery, health policy, life sciences, and enterprise technology, giving her a cross-sector perspective on how innovation moves from concept to adoption at scale.

 

She brings deep experience across the M&A lifecycle, including strategic diligence, post-acquisition integration, and portfolio scaling. At Microsoft, she has been closely involved in integration efforts following the acquisition of Nuance, helping align product, operational, and commercial capabilities to scale the combined platform. Previously, at IBM Watson Health, she led a life sciences portfolio built through multiple acquisitions and played a key role in diligence efforts related to IBM’s divestiture of Watson Health to private equity ownership.

 

Across these roles, she has consistently led efforts to modernize product portfolios, build new businesses, and drive operational and commercial transformation in complex, regulated environments.

 

“Mary’s experience from deal strategy through post transaction integration, scaling platforms, commercializing innovation, and driving operational rigor at some of the world’s leading healthcare and technology companies aligns directly with our strategy,” said Steve Silvestro, Chief Executive Officer of OptimizeRx. “As we continue to evolve OptimizeRx into a more integrated, product-led platform with increasing recurring and subscription-based revenue, her perspective will be critical in helping us accelerate growth, expand our product portfolio, and deliver long-term shareholder value.”

 

“I’m excited to join OptimizeRx at a time when both healthcare and technology are evolving so quickly,” said Varghese Presti. “There is real opportunity to rethink how data, engagement, and intelligences come together to better support clinicians and patients. I look forward to working with the Board and leadership team to help scale the platform and build solutions that deliver meaningful impact across the healthcare ecosystem.”

 

 

 

Varghese Presti began her career as a pediatric nurse at Johns Hopkins, an experience that continues to shape her approach to healthcare innovation, grounded in the realities of care delivery and the importance of maintaining the human connection at the center of care.

 

About OptimizeRx 

 

OptimizeRx is a leading healthcare technology company that’s redefining how life science brands connect with patients and healthcare providers. Our platform combines innovative artificial intelligence (AI)-driven tools like the Dynamic Audience Activation Platform (DAAP) and Micro-Neighborhood Targeting (MNT) to deliver timely, relevant, and hyper-local engagement. By bridging the gap between HCP and DTC strategies, we empower brands to create synchronized marketing solutions that drive faster treatment decisions and improved patient outcomes.

 

Our commitment to privacy-safe, patient-centric technology ensures that every interaction is designed to make a meaningful impact, delivering life-changing therapies to the right patients at the right time. Headquartered in Waltham, Massachusetts, OptimizeRx partners with some of the world’s leading pharmaceutical and life sciences companies to transform the healthcare landscape and create a healthier future for all.

 

For more information, follow the Company on X, LinkedIn or visit www.optimizerx.com. 

 

Important Cautions Regarding Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipates”, “believes”, “estimates”, “expects”, “forecasts”, “intends”, “plans”, “projects”, “targets", “designed”, “could”, “may”, “should”, “will” or other similar words and expressions are intended to identify these forward-looking statements. All statements in this press release that reflect the Company's expectations, assumptions, projections, beliefs or opinions about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, statements relating to OptimizeRx’s appointment of a new Board member, and the Company’s plans to scale platforms, commercialize innovation, and drive operational rigor, to evolve into a more integrated, product-led platform with increasing recurring and subscription-based revenue, to accelerate growth, expand its product portfolio, and deliver long-term shareholder value, and to build solutions that deliver meaningful impact across the healthcare ecosystem. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon the Company’s current expectations and involve assumptions regarding the Company’s business, the economy, and other future conditions that may never materialize or may prove to be incorrect. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted, or quantified. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties including, but not limited to, the Company’s success with the appointment of a new Board member, the effect of government regulation, seasonal trends, dependence on a concentrated group of customers, cybersecurity incidents that could disrupt operations, the ability to keep pace with growing and evolving technology, the ability to maintain contracts with electronic prescription platforms and electronic health records networks, competition, and other factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and in other filings the Company has made and may make with the SEC in the future. One should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may be required by law.

 

OptimizeRx Investor Relations Contact 

Andy D’Silva, Chief Business Officer 

adsilva@optimizerx.com

 

OptimizeRx Marketing Contact 

Jennifer Dinkel, VP, Marketing

jdinkel@optimizerx.com

 

Press Inquiries

Matter Communications

optimizerx@matternow.com

 

 

FAQ

What did OptimizeRx (OPRX) announce in its latest 8-K filing?

OptimizeRx announced the appointment of Mary Varghese Presti as an independent director and Audit Committee member, expanding the Board to seven members. The filing also details her compensation and furnishes a press release describing her healthcare and technology background.

Who is Mary Varghese Presti, the new OptimizeRx (OPRX) board member?

Mary Varghese Presti is Corporate Vice President and Chief Operating Officer of Microsoft’s Health & Life Sciences organization. She brings over 25 years of experience across healthcare, life sciences, and technology, with prior leadership roles at Nuance, IBM Watson Health, athenahealth, and Pfizer.

How is the OptimizeRx (OPRX) Board changing with this appointment?

With Mary Varghese Presti’s appointment, the OptimizeRx Board increases from six to seven members. She joins as an independent director and is also appointed to the Audit Committee, supporting the company’s ongoing effort to refresh and expand its Board of Directors.

What compensation will Mary Varghese Presti receive as an OptimizeRx (OPRX) director?

As a non-employee director, she will receive an annual cash retainer of $45,000, an annual equity grant valued at approximately $175,000, and an additional annual cash retainer of $10,000 for serving as a member of the Audit Committee.

Why does OptimizeRx (OPRX) highlight Mary Varghese Presti’s AI and platform experience?

The company emphasizes her experience scaling AI-powered healthcare platforms and integrating acquisitions, which aligns with its strategy to evolve into a more integrated, product-led platform with growing recurring and subscription-based revenue and to expand its product portfolio over time.

What disclosure did OptimizeRx (OPRX) make under Regulation FD in this filing?

OptimizeRx furnished, but did not file, a press release dated April 8, 2026 announcing Mary Varghese Presti’s appointment. The release is attached as Exhibit 99.1 and is expressly not subject to certain Exchange Act liabilities or automatically incorporated into other filings.

Filing Exhibits & Attachments

4 documents