OptimizeRx 8-K: CEO joins board as sixth member

Rhea-AI Filing Summary

OptimizeRx Corporation (OPRX) filed an 8-K on June 24, 2025 to disclose a governance change. Effective June 20, 2025, the Board of Directors expanded from five to six members and appointed CEO Stephen Silvestro to fill the new seat. Silvestro will serve until the 2026 annual meeting, subject to earlier resignation or removal. No other executive departures, financial data, or strategic transactions were reported. The company furnished a related press release as Exhibit 99.1; the information in Item 7.01 is deemed “furnished,” not “filed,” under the Exchange Act.

Aside from this board adjustment, the 8-K contains no updates on earnings, guidance, or operations. Therefore, the filing is primarily informational and unlikely to have a material impact on valuation or near-term cash flows.

Insights

Corporate Governance Expert

TL;DR: Routine board expansion; CEO now a director—neutral governance impact.

The Board’s decision to add the CEO as a director aligns with common U.S. mid-cap governance practice. While it improves management representation, it does not change the board’s independence ratio because one additional insider seat was created. Shareholders may view the move neutrally: it streamlines strategic discussion but marginally increases management influence. No compensation details or committee assignments were provided, limiting assessment of potential conflicts. Overall, the filing fulfills SEC disclosure requirements without signaling operational or financial shifts.

Portfolio Manager

TL;DR: No earnings or strategy news—stock impact de minimis.

The 8-K lacks financial metrics, guidance revisions, or transaction details; hence, I do not anticipate market repricing. CEO board inclusion is common in peer group and should not trigger governance-driven multiple expansion or contraction. Liquidity, capital allocation, and growth narrative remain unchanged. I treat this filing as informational housekeeping and maintain prior valuation assumptions.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

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.

Understanding 8-K Material Events →

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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): June 20, 2025

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.

Effective June 20, 2025, the Board increased the size of the Board to six (6) members and, upon the recommendation of the Board’s Nominating & Governance Committee, appointed the Company’s CEO Stephen Silvestro to serve as a director of the Company until the date of the Company’s 2026 annual meeting of stockholders and until his successor is elected and qualified, except in the event of his earlier death, resignation or removal.

Item 7.01 Regulation FD Disclosure.

On June 24, 2025, the Company issued a press release announcing changes to the Board described in Item 5.02 above. 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 June 24, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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
Date: June 24, 2025	By:	/s/ Marion Odence-Ford
	Name:	Marion Odence-Ford
	Title:	Chief Legal Officer

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FAQ

Why did OptimizeRx (OPRX) file an 8-K on June 24, 2025?

To disclose that the Board increased its size to six and appointed CEO Stephen Silvestro as a director effective June 20, 2025.

What is the new size of OptimizeRx’s Board of Directors?

The Board now consists of six members.

How long will Stephen Silvestro serve as a director of OPRX?

He will serve until the 2026 annual meeting of stockholders, unless he resigns, is removed, or a successor is elected earlier.

Did the 8-K include any financial results or guidance updates for OptimizeRx?

No. The filing contains no financial data, earnings results, or guidance revisions.

Is the related press release considered filed or furnished under SEC rules?

The press release attached as Exhibit 99.1 is furnished, not filed, and therefore is not subject to Section 18 liabilities.