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): July 21, 2020
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) | (I.R.S. Employer Identification No.) |
| 400 Water Street, Suite 200, Rochester, MI | 48307 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 248.651.6568
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17CFR 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)) |
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||
| Common Stock | OPRX | Nasdaq Capital Market |
SECTION 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective July 21, 2020, we have appointed Mr. Greg Wasson as member of our Board of Directors.
As president and CEO of Walgreens, Mr. Wasson led the company to record sales of $76.4 billion in 2014. He created significant shareholder value by completing game-changing mergers and acquisitions, leading complex organizational and structural change, assembling a diverse and high-performance senior leadership team, and establishing Walgreens as an industry leader. Mr. Wasson is largely credited for transforming the iconic 114-year-old domestic company into the first global pharmacy-led, health, well-being, and beauty enterprise via the successful merger with European-based Alliance Boots in 2015.
Prior to being appointed president and CEO of the combined companies, Walgreens Boots Alliance, Mr. Wasson had risen through the ranks through a number of positions of increasing responsibility and executive leadership, starting as a Walgreens pharmacist technician in 1981.
There has been no arrangement or understanding between Mr. Wasson and any other person pursuant to which he was selected as a director of our company.
We have not yet selected Mr. Wasson to participate in any of our committees, but we plan do so in the near future.
There are no transactions in which Mr. Wasson has an interest in our company requiring disclosure pursuant to Item 404(a) of Regulation S-K.
As non-employee directors, Mr. Wasson will be entitled to participate in our Director Compensation Plan.
ITEM 8 – OTHER EVENTS
Item 8.01 Other Events
On July 21, 2020, we issued a press release announcing the appointment of Mr. Wasson to our Board of Directors. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
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 |
| 99.1 | Press Release dated July 21, 2020 |
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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 | |
| /s/ Douglas Baker | |
| Douglas Baker | |
| Chief Financial Officer | |
| Date July 22, 2020 |
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Exhibit 99.1
OptimizeRx Appoints Greg Wasson, Former President and CEO of Walgreens Boots Alliance, to Its Board of Directors
ROCHESTER, Mich. – July 21, 2020 – OptimizeRx Corp. (Nasdaq: OPRX), a leading provider of digital health solutions for life science companies and payers, has appointed Greg Wasson, former president and CEO of Walgreen Boots Alliance, to its board of directors.
“Consumer awareness of digital health services, and especially the need for better affordability and adherence, has never been greater,” said OptimizeRx CEO and director, William Febbo. “Our platform delivers for the life sciences industry unprecedented access to physicians and patients at the point-of-care. Staying connected with the patient as they enter a physical or virtual pharmacy now presents another important area of opportunity to deliver value to our stakeholders. In light of this, Greg’s experience in building Walgreens as a Fortune 50 company with global reach makes him an exceptionally valuable and timely addition to our board as we look to enhance patient connectivity at the point-of-dispense.”
As president and CEO of Walgreens, Wasson led the company to record sales of $76.4 billion in 2014. He created significant shareholder value by completing game-changing mergers and acquisitions, leading complex organizational and structural change, assembling a diverse and high-performance senior leadership team, and establishing Walgreens as an industry leader. Wasson is largely credited for transforming the iconic 114-year-old domestic company into the first global pharmacy-led, health, well-being, and beauty enterprise via the successful merger with European-based Alliance Boots in 2015.
Prior to being appointed president and CEO of the combined companies, Walgreens Boots Alliance, Wasson had risen through the ranks through a number of positions of increasing responsibility and executive leadership, starting as a Walgreens pharmacist technician in 1981.
Commented Wasson: “Having been fortunate to serve the industry for so many years and in a variety of roles, from pharmacist to CEO, I’ve gained a deep understanding of the profession of pharmacy and value it brings to our healthcare system. I believe there is real opportunity to create more affordability and better adherence to medication and treatments utilizing digital tools at point-of-dispense. I look forward to working with Will and his team as we bring the benefits of the OptimizeRx digital health platform to this critical area of care.”
Subsequent to Walgreens, Wasson has been involved in a number of successful businesses. He currently serves as president of Wasson Enterprise, a family office committed to building sustainable, high-growth businesses that do well by doing good.
Wasson also currently serves on the boards of Health Care Service Corporation and Performance Health Systems, and as the executive chairman of Innovation Associates. He was the co-founder and currently serves on the boards of Cooler Screens, Golden Fleece Beverages, and Innventure.
In 2015, Wasson received the Sheldon W. Fantle Lifetime Achievement Award from the National Association of Chain Drug Stores, and the GMA Hall of Achievement Award from the Grocery Manufacturers Association. In 2016, he was honored with the Distinguished Alumni Award and Career Achievement Award from Purdue University, where he earned his Bachelor of Science in Pharmacy in 1981.
About OptimizeRx
OptimizeRx Corporation (NASDAQ: OPRX)
is a digital health company that facilitates communication at the point-of-care among all stakeholders in healthcare. Primarily
focused on life science and payer clients, its suite of digital and mobile SaaS-based solutions enables affordability, patient
adherence and care management. OptimizeRx’s network reaches more than 60% of U.S. ambulatory providers, delivering therapeutic
support on specialty medications and patient financial assistance directly within a provider’s workflow through leading
electronic health platforms. OptimizeRx’s fully integrated platform supports the real-time exchange of information, improving
provider knowledge and patient engagement, and ultimately leading to healthier outcomes.
For more information, follow the company on Twitter, LinkedIn or visit www.optimizerx.com.
Important Cautions Regarding Forward Looking Statements
This press release contains forward-looking statements within the definition of Section 27A of the Securities Act of 1933, as amended, and such as in section 21E of the Securities Act of 1934, as amended. These forward-looking statements should not be used to make an investment decision. The words 'estimate,' 'possible' and 'seeking' and similar expressions identify forward-looking statements, which speak only as to the date the statement was made. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted, or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. The risks and uncertainties to which forward-looking statements are subject include, but are not limited to, the effect of government regulation, competition, and other material risks.
OptimizeRx Contact
Doug Baker, CFO
Tel (248) 651-6568 x807
dbaker@optimizerx.com
Media Relations Contact
Maira Alejandra, Media Relations Manager
Tel (754) 245-7070
malejandra@optimizerx.com
Investor Relations Contact
Ron Both or Grant Stude
CMA Investor Relations
Tel (949) 432-7557
oprx@cma.team