SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* D'Silva Andrew J. (Last) (First) (Middle) C/O OPTIMIZERX CORPORATION 260 CHARLES STREET, SUITE 302 (Street) WALTHAM MA 02453 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/21/2025	3. Issuer Name and Ticker or Trading Symbol OptimizeRx Corp [ OPRX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) Other (specify below) Chief Business Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	37,097(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	(2)	10/01/2029	Common Stock	6,993	7.2	D
Stock Option	(3)	08/31/2026	Common Stock	40,000	67.31	D
Stock Option	(4)	10/02/2027	Common Stock	13,018	15.04	D
Stock Option	(5)	12/19/2028	Common Stock	5,892	12.73	D
Stock Option	(6)	12/11/2029	Common Stock	13,723	4.95	D

Explanation of Responses:

1. Includes 24,890 shares of common stock underlying unvested restricted stock units ("RSUs") granted under OPRX's equity incentive plans. Each RSU represents the contingent right to receive, upon vesting of the RSU, one share of OPRX common stock. The RSUs vest as follows: (i) 8,000 RSUs which represent the 4th and 5th installments of Mr. D'Silva's 9/1/2021 grant, these installments vest ratably on 9/1/2025 and 9/1/2026; (ii) 2,217 RSUs which represent the final installment of Mr. D'Silva's 10/3/2022 grant, which installment vests on 10/3/2025; (iii) 3,928 RSUs which represent the 3rd and 4th installments of Mr. D'Silva's 12/19/2023 grant, which installments vest ratably on 12/19/2025 and 12/19/2026; (iv) 3,472 RSUs which will vest in 3 equal annual installments beginning on 10/1/2025, which is the 1st anniversary of the grant date; and (v) 7,273 RSUs which will vest in three equal annual installments beginning on 12/11/2025, which is the 1st anniversary of the grant date.

2. The stock option vests in three equal annual installments beginning October 1, 2025, which was the first anniversary of the grant date.

3. The stock option vests in three equal annual installments beginning September 1, 2022, which was the first anniversary of the grant date.

4. The stock option vests in three equal annual installments beginning October 3, 2023, which was the first anniversary of the grant date.

5. The stock option vests in three equal annual installments beginning December 19, 2023, which was the first anniversary of the grant date.

6. The stock option vests in three equal annual installments beginning December 11, 2024, which was the first anniversary of the grant date.

Remarks:

The filing of this Statement shall not be construed as an admission (a) that the person filing this Statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this Statement, or (b) that this Statement is legally required to be filed by such person

	/s/ Marion Odence-Ford, by Power of Attorney	10/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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