Business Context and Reporting Period
This Form 8-K Current Report is filed by OptimizeRx Corporation (OPRX) on August 19, 2025, reporting events that occurred on August 15, 2025. The filing addresses significant leadership changes within the company's executive management team.
Key Financial Metrics
This filing is a current report regarding corporate governance and personnel changes. It does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. No financial statements are included in this document.
Material Changes
The primary material change reported is the restructuring of the company's executive leadership roles, effective August 18, 2025:
- Appointment of Chief Operating Officer: Brendan Merrell has been appointed as the new Chief Operating Officer (COO).
- Role Transition for CFO: Edward Stelmakh, previously serving as both Chief Financial Officer (CFO) and Chief Operations Officer, will transition to a newly created role as Chief Financial & Strategic Officer. In this expanded capacity, he will lead corporate strategy in addition to overseeing financial operations.
Management Commentary and Compensation Details
Management has entered into an amended and restated employment agreement with Mr. Merrell. Key terms include:
- Base Salary: $325,000 annually, subject to annual review by the Compensation Committee.
- Bonus: Eligible for the executive bonus plan with a target of 40% of base salary (pro-rated for the first year).
- Equity: Eligible for the annual equity grant program consistent with similarly situated executives.
- Severance: If terminated without cause, Mr. Merrell is entitled to six (6) months of base salary and continuation of medical, dental, and vision insurance for six months.
- Background: Mr. Merrell joined OptimizeRx in February 2020 and previously served as Senior Vice President, Client Strategy & Program Management. Prior to joining, he spent nearly nine years at Decision Resources Group.
The filing notes that the press release regarding these changes is furnished but not deemed "filed" for purposes of Section 18 of the Exchange Act.
Investor Verification Checklist
- Verify the effective date of the leadership transition (August 18, 2025) against internal company calendars or press releases.
- Review the full text of the Amended and Restated Employment Letter (Exhibit 10.1) for specific non-compete and confidentiality terms.
- Monitor future filings (10-Q or 10-K) to assess the financial impact of the strategic shift led by the new Chief Financial & Strategic Officer.
- Confirm the pro-rated bonus calculation for Mr. Merrell's first year in the COO role.