SEC Filing | OptimizeRx Corporation

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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): May 14, 2018

OptimizeRx Corporation
(Exact name of registrant as specified in its charter)

Nevada		000-53605		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. ☐

SECTION 8 – Other Events

Item 8.01

Other Events

On May 14, 2018, we issued a press release about our partnership with Patient Connect, an international provider of patient support and engagement through digital, to deliver real-time messaging at point-of-care across Europe. On the same day, we issued a press release concerning our 1 for 3 reverse split of our common stock. Copies of the press releases are attached as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K.

The information in Item 8.01 of this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) 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

99.1		Press release, dated May 14, 2018
99.2		Press release, dated May 14, 2018

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 May 15, 2018	/s/ Douglas Baker
	Douglas Baker
	Chief Financial Officer

Exhibit 99.1

OptimizeRx Goes Global via Strategic Partnership with London-based Patient
Connect; Expands Digital Messages to International Point-of-Care

ROCHESTER, Mich., (May 14, 2018) — OptimizeRx Corp. (OTCQB: OPRX), one of the nation’s leading providers of digital health messaging for the pharmaceutical industry, has partnered with Patient Connect, an international provider of patient support and engagement through digital, to deliver real-time messaging at point-of-care across Europe.

William Febbo, CEO of OptimizeRx, commented: “Our strategic alliance with Patient Connect has the potential to expand distribution of OptimizeRx’s digital health messaging for clients to millions of healthcare professionals (HCPs) and patients through Patient Connect’s international pharmacy and EHR networks. In addition, Patient Connect’s European clients will now have the opportunity to take advantage of OptimizeRx’s premier EHR network services in the U.S.”

Patient Connect has reach to approximately 450 million patients through its global pharmacy network partners that provide coverage of 50% or more of all dispensed retail scripts in key markets. Grace Lomax, MD, co-founder of Patient Connect, commented: “OptimizeRx clients will now have the ability to deliver highly targeted, digital health messages at pharmacy counters around the globe and gain valuable patient insights from pharmacy data. In addition, OptimizeRx can benefit from Patient Connect’s robust multi-country EHR/physician network in key European markets, which extends their digital messaging reach in this important audience.”

Febbo added: “Increasingly, pharma brand franchises are being managed on a global basis. By virtue of our partnership with Patient Connect, we can now better meet the needs of these global clients. We can satisfy their targeted HCP and patient communication priorities in the U.S. or Europe, as well as at the point-of-prescribing and point-of-dispensing. This will be a winning strategy for expanding our channels, client base, and capabilities.”

About Patient Connect

Patient Connect is an international company specializing in patient support and engagement via digital messaging in pharmacy and physician offices. Through the pharmacy channel we drive measurably improved patient adherence, support adjunctive therapy, facilitate patient choice, contribute to real world evidence (RWE) through primary research and match patients to clinical studies or support programs. Our physician channel supports HCP decision-making and actions within the natural workflow of a prescribing cycle, including patient selection, Rx choice and facilitation of primary compliance. Since 2004, we have supported and empowered patients, across numerous therapeutic areas, encouraging them to make better decisions about their health. For more information, visit www.patientconnect.co.uk.

About OptimizeRx

OptimizeRx® (OTCQB: OPRX) is one of the nation’s leading providers of digital health messaging via electronic health records (EHRs), providing a direct channel for pharma companies to communicate with healthcare providers. The company’s cloud-based solution supports patient adherence to medications by providing real-time access to financial assistance, prior authorization, education, and critical clinical information. The company’s network is comprised of leading EHR platforms like Allscripts, Amazing Charts and Quest, and provides more than half of the ambulatory patient market with access to these benefits within their workflow at the point-of-care. 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 section 21E of the Securities Act of 1934, 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

Investor Relations Contact for OptimizeRx:

Ron Both, CMA

Tel (949) 432-7557

oprx@cma.team

Exhibit 99.2

OptimizeRx Reverse Splits Stock 1-for-3 in Preparation for Nasdaq Listing

ROCHESTER, Mich., (May 14, 2018) — OptimizeRx Corp. (OTCQB: OPRX), one of the nation’s leading providers of digital health messaging for the pharmaceutical industry, will effect a 1-for-3 reverse split of its common stock effective prior to the opening of the market today, May 14, 2018.

The stock will begin trading on a post-split basis under the symbol “OPRXD.” After 20 business days, the stock will return to trading under the symbol “OPRX.”

“As we announced in our first quarter 2018 results press release, we expect this reverse split to allow our stock price to meet the listing requirements for The Nasdaq Capital Market,” stated OptimizeRx CEO, William Febbo. “We believe a Nasdaq listing will help broaden our shareholder base by increasing our appeal to retail and institutional investors. We also expect it to provide our investors with greater liquidity and ultimately enhance shareholder value.”

As a result of the split, every three shares of issued and outstanding common stock will be exchanged for one share of common stock. Each stockholder’s percentage ownership interest in OptimizeRx and proportional voting power will remain unchanged, and the rights and privileges as the holders of the common stock will be unaffected.

The reverse stock split will reduce the number of shares of issued and outstanding common stock from 34,636,811 pre-split to approximately 11,546,000 post-split. Proportional adjustments will be made to any outstanding warrants or options.

Before the listing of the common stock on The Nasdaq Capital Market can occur, Nasdaq will need to approve the company’s application for listing and there can be no assurance the application will be approved.