SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 21, 2018
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|(Commission File Number)|
|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 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On December 21, 2018, Bryan Archambault notified OptimizeRx Corporation (the “Company”) of his decision to resign as a member of the Company’s Board of Directors (the “Board”). With the resignation, Mr. Archambault also resigned as a member of the Board’s audit committee and nomination and governance committee. There were no known disagreements between Mr. Archambault and the Company on any matter which led to his resignation.
We have not yet reassigned the existing board members to serve on our committees as a result of Mr. Archambault’s resignation. It is expected that our remaining independent directors, Mr. Spangler, Mr. Lang or Ms. Vos, will fill the roles left vacant by Mr. Archambault’s departure.
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.
|/s/ Douglas Baker|
|Chief Financial Officer|
|Date: December 21, 2018|