Form 8-K

8-K — OptimizeRx Corp

Accession: 0001213900-26-068272

Filed: 2026-06-12

Period: 2026-06-09

CIK: 0001448431

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — ea0294565-8k_optimize.htm (Primary)

EX-10.1 — AMENDMENT NO. 2 TO THE OPTIMIZERX 2021 EQUITY INCENTIVE PLAN (ea029456501ex10-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0294565-8k_optimize.htm · Sequence: 1

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0001448431

2026-06-09

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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 9, 2026

OptimizeRx Corporation

(Exact name of registrant as specified in its 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.

On June 9,

2026, at the OptimizeRx Corporation (the “Company”) 2026 Annual Meeting of Shareholders (“Annual Meeting”),

shareholders approved an amendment (the “Amendment No. 2”) to the OptimizeRx Corporation 2021 Equity Incentive Plan (the “Equity

Plan”) to increase the number of shares of common stock (“Common Stock”) available for awards under the Equity

Plan by 1,000,000 shares to 5,450,000 shares. A summary of the material terms of the 2021 Plan is

incorporated herein by reference from pages 46-54 of the Company’s proxy statement for the Annual Meeting, as filed with the SEC

on April 30, 2026 (the “Proxy Statement”). The Amendment No. 2 is attached as Exhibit 10.1 to this Current Report on Form

8-K and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

During the Annual Meeting, on June 9, 2026, shareholders were asked to consider and vote upon five proposals: (1) to elect seven directors,

each to serve for a term that expires at the next annual meeting of shareholders and until his or her successor has been elected and qualified

or until his or her earlier death, resignation or removal; (2) to approve, on an advisory basis, the compensation of the Company’s

named executive officers; (3) to approve an amendment to the Equity Plan to increase the aggregate number of shares of Common Stock available

for awards under the Equity Plan by 1,000,000 shares; (4) to approve an amendment to the Equity Plan to adopt an evergreen provision providing

for an automatic annual increase in the shares of Common Stock available for issuance under the Equity Plan; and (5) to ratify Grant Thornton,

LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

On the record date of April 10, 2026, there were

18,765,075 shares of Common Stock issued and outstanding and entitled to vote at the Annual Meeting. For each proposal, the results of

the shareholder voting were as follows:

1. The following nominees were each elected to serve as director

for a term that expires at the next annual meeting of shareholders and until his or her successor has been elected and qualified or until

his or her earlier death, resignation or removal based upon the following votes:

Nominee

Votes For

Votes Withheld

Broker Non-Votes

Lynn O’Connor Vos

8,327,850

4,325,946

3,138,456

Catherine Klema

9,079,088

3,574,708

3,138,456

James Lang

10,329,173

2,324,623

3,138,456

Patrick Spangler

8,092,151

4,561,645

3,138,456

Mariyamma Varghese Presti

11,766,568

887,228

3,138,456

Gregory Wasson

10,324,948

2,328,848

3,138,456

Stephen Silvestro

12,160,558

493,238

3,138,456

2. The compensation of the Company’s named executive officers,

as described in the proxy statement, was approved on an advisory basis based upon the following votes:

Votes in Favor

Votes Against

Abstain

Broker Non-Votes

11,660,549

895,095

98,152

3,138,456

The amendment to the Equity Plan to increase the aggregate number of shares of Common Stock available for awards under the Equity Plan by 1,000,000 shares was approved based upon the following votes:

Votes in Favor

Votes Against

Abstain

Broker Non-Votes

11,541,123

1,096,197

16,476

3,138,456

The amendment to the Equity Plan to adopt an evergreen provision providing for an automatic annual increase in the shares of Common Stock available for issuance under the Equity Plan was not approved based upon the following votes:

Votes in Favor

Votes Against

Abstain

Broker Non-Votes

5,627,324

7,001,699

24,773

3,138,456

5. Grant Thornton LLP was ratified as the Company’s independent registered public accounting firm for the 2026 fiscal year based

upon the following votes:

Votes in Favor

Votes Against

Abstain

15,750,329

27,585

14,338

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Amendment No. 2 to the OptimizeRx 2021 Equity Incentive Plan

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 12, 2026

By:

/s/ Marion Odence-Ford

Name:

Marion Odence-Ford

Title:

Chief Legal & Administrative Officer

EX-10.1 — AMENDMENT NO. 2 TO THE OPTIMIZERX 2021 EQUITY INCENTIVE PLAN

EX-10.1

Filename: ea029456501ex10-1.htm · Sequence: 2

Exhibit 10.1

AMENDMENT NO. 2 TO

THE OPTIMIZERX CORPORATION

2021 EQUITY INCENTIVE PLAN

Dated: June 9, 2026

WHEREAS, the Board of Directors (the

“Board”) of OptimizeRx Corporation (the “Company”) established the OptimizeRx Corporation 2021 Equity Incentive

Plan (the “Plan”); and

WHEREAS, the Board desires to amend

the Plan to increase the maximum number of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”)

available for grants of Awards thereunder by 1,000,000 shares to 5,450,000 shares, as of the date on which shareholders of the Company

approve this amendment; and

WHEREAS, Section 12(c) of the Plan

authorizes the Board to amend the Plan, subject to shareholder approval to the extent that such approval is desired or required by applicable

law;

NOW, THEREFORE, effective the date

hereof, the Plan is hereby amended as follows:

Subject to approval of the Company’s

shareholders, Section 3(a) of the Plan is hereby amended and restated in its entirety, to read as follows:

“(a) Plan Maximums.

Subject to adjustment as described in Section 3(e) below, the maximum aggregate number of shares of Common Stock that may be issued or

transferred under the Plan with respect to Awards shall be 5,450,000 shares of Common Stock. The aggregate number of shares of Common

Stock that may be issued or transferred under the Plan pursuant to Incentive Stock Options on and after the Effective Date shall not exceed

5,450,000. Shares issued or the Plan may be authorized but unissued shares of Common Stock or reacquired shares of Common Stock, including

shares purchased by the Company on the open market for purposes of the Plan.

IN WITNESS WHEREOF, the undersigned

has executed this Amendment as evidence of its adoption by the Board on the date set forth above.

OPTIMIZERX CORPORATION

/s/ Stephen Silvestro

Stephen Silvestro

Chief Executive Officer & Director

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