OptimizeRx CCO to exit, serve as advisor 12 months

OptimizeRx Corporation reported that Chief Commercial Officer Theresa Greco will separate from the company effective June 15, 2026, transitioning into an advisory role for twelve months through June 15, 2027.

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Form Type

8-K

Rhea-AI Filing Summary

OptimizeRx Corporation reported that Chief Commercial Officer Theresa Greco will separate from the company effective June 15, 2026, transitioning into an advisory role for twelve months through June 15, 2027. On June 1, 2026, she and the company entered into a Separation and Advisory Agreement, which becomes effective June 9, 2026 if not revoked.

Ms. Greco will receive continuation of her $380,000 annual base salary for 12 months, a one-time cash bonus equal to her $209,000 annual bonus target, and reimbursement of COBRA premiums for health, dental, and vision coverage for up to 12 months. During the advisory period, her previously granted equity will continue to vest on the normal schedule, and she may receive a special bonus if a change in control occurs under a prior bonus agreement.

The agreement includes a general release of claims, a 12‑month non‑compete and non‑solicitation restrictions tied to a Business Protection Agreement, and requires her to comply with company policies while serving as an advisor.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

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.

Key Figures

Base salary continuation: $380,000 per annum One-time bonus payment: $209,000 COBRA reimbursement period: 12 months +3 more

6 metrics

Base salary continuation $380,000 per annum Paid for 12 months after separation under Separation and Advisory Agreement

One-time bonus payment $209,000 Lump sum equal to annual cash bonus target

COBRA reimbursement period 12 months Health, dental, vision COBRA premiums reimbursed unless COBRA ends earlier

Separation date June 15, 2026 Date Theresa Greco ceases serving as Chief Commercial Officer

Advisory term length 12 months From June 15, 2026 through June 15, 2027

Agreement effectiveness date June 9, 2026 Separation and Advisory Agreement becomes effective if not revoked

Key Terms

Separation and Advisory Agreement, COBRA, change in control, general release of claims, +2 more

6 terms

Separation and Advisory Agreement financial

"entered into a Separation Agreement and Release of Claims, which includes Advisory Terms and Conditions (the “Separation and Advisory Agreement”)."

COBRA financial

"reimbursement of COBRA premium payments for continued health, dental and vision benefit coverage for twelve (12) months"

COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.

change in control financial

"in the event of a change in control during the Advisory Term, Ms. Greco will receive a special bonus"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

general release of claims financial

"The Separation and Advisory Agreement also provides for a general release of claims between the Company and Ms. Greco"

Business Protection Agreement financial

"her obligations under the Business Protection Agreement entered into by and between Mr. Greco and the Company on October 22, 2023"

non-compete financial

"including Ms. Greco’s agreement (a) not to compete with the Company for a period of twelve (12) months"

A non-compete is a contract clause that prevents an employee, executive, or seller from working for or starting a rival business for a set time and area after leaving a company. It matters to investors because it protects the value of intellectual property, customer relationships and key personnel—like putting a temporary fence around a company’s customers and know‑how—while also creating legal and operational constraints that can affect talent mobility and deal attractiveness.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive change did OptimizeRx (OPRX) disclose in this 8-K?

OptimizeRx disclosed that Chief Commercial Officer Theresa Greco will separate from the company effective June 15, 2026. She will transition into a one-year advisory role, continuing to provide guidance to management under a Separation and Advisory Agreement.

What severance payments will Theresa Greco receive from OptimizeRx (OPRX)?

Theresa Greco will receive continuation of her $380,000 annual base salary for 12 months and a one-time cash payment equal to her $209,000 annual bonus target, as outlined in her existing employment agreement and the new Separation and Advisory Agreement.

How long will Theresa Greco remain an advisor to OptimizeRx (OPRX)?

She will serve as an advisor for twelve months, from June 15, 2026 through June 15, 2027. During this advisory term, previously granted equity awards will continue to vest on their normal schedule while she provides advice as requested by leadership.

What benefits coverage will OptimizeRx (OPRX) provide to Theresa Greco?

OptimizeRx will reimburse COBRA premium payments for Ms. Greco’s health, dental, and vision coverage for up to twelve months. This reimbursement lasts until earlier termination under COBRA rules and forms part of her negotiated separation benefits package.

Does Theresa Greco face non-compete or non-solicit restrictions with OptimizeRx (OPRX)?

Yes. Under the Separation and Advisory Agreement and a prior Business Protection Agreement, she agreed not to compete with OptimizeRx for 12 months and not to solicit employees, service providers, customers, or collaborators for 12 months following termination.

Can Theresa Greco receive additional payments if OptimizeRx (OPRX) changes control?

She may receive a special bonus if a change in control occurs during her advisory term. This special bonus would be paid under an existing Special Bonus Agreement dated September 8, 2025, referenced in the Separation and Advisory Agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/05/2026 - 04:10 PM EDT

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): June 1, 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)		(Zip Code)

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 Arrangements of Certain Officers.

As previously disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, OptimizeRx Corporation (the “Company”) and Theresa Greco agreed on May 11, 2026 to a separation, effective as of June 15, 2026 (the “Separation Date”). Accordingly, effective as of the Separation Date, Ms. Greco will no longer serve as the Company’s Chief Commercial Officer.

In connection with Ms. Greco’s separation from employment with the Company, on June 1, 2026, Ms. Greco and the Company entered into a Separation Agreement and Release of Claims, which includes Advisory Terms and Conditions (the “Separation and Advisory Agreement”). The Separation and Advisory Agreement will become effective and enforceable on June 9, 2026, provided such agreement is not revoked prior thereto. Under the terms of the Separation and Advisory Agreement, and in accordance with the provisions of the Amended and Restated Employment Agreement entered into by and between Ms. Greco and the Company on August 18, 2025 (the “Employment Agreement”), Ms. Greco will receive: (1) continuation of her $380,000 per annum base salary for a period of twelve (12) months; (2) a one time lump sum payment of her annual cash bonus target of $209,000; and (3) reimbursement of COBRA premium payments for continued health, dental and vision benefit coverage for twelve (12) months, unless earlier terminated pursuant to the terms of COBRA.

Pursuant to the Separation and Advisory Agreement, Ms. Greco will provide advisory services to the Company for a period of twelve (12) months, through June 15, 2027 (the “Advisory Term”), during which time any equity previously granted to Ms. Greco will continue to vest in the ordinary course. As Advisor, Ms. Greco’s responsibilities to the Company will be to render advice as the Company and the Chief Executive Officer will determine from time to time. In addition, in the event of a change in control during the Advisory Term, Ms. Greco will receive a special bonus pursuant to the terms the Special Bonus Agreement by and between the Company and Ms. Greco, dated September 8, 2025.

The Separation and Advisory Agreement also provides for a general release of claims between the Company and Ms. Greco, subject to certain exclusions, as well as other customary provisions. In addition, under the Separation and Advisory Agreement, Ms. Greco will be held to certain of her obligations under the Business Protection Agreement entered into by and between Mr. Greco and the Company on October 22, 2023, including Ms. Greco’s agreement (a) not to compete with the Company for a period of twelve (12) months, and (b) not to solicit the Company’s employees, any persons who have provided services to the Company within one (1) year from the date of her termination of employment, customers, clients, collaborators, and certain other persons or entities for a period of twelve (12) months. Also, during the term of Ms. Greco’s advisory services, she will be subject to all of the Company’s policies.

The description of the terms of the Separation and Advisory Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation and Advisory Agreement, a copy of which will be included as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2026.

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: June 5, 2026	By:	/s/ Marion Odence-Ford
	Name:	Marion Odence-Ford
	Title:	Chief Legal & Administrative Officer

Source: View Original Filing on SEC EDGAR

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