Business Context and Reporting Period
This Form 8-K Current Report is filed by OptimizeRx Corporation (OPRX) on June 1, 2026. The report discloses the departure of Theresa Greco, the Company's Chief Commercial Officer, effective June 15, 2026. The filing details the terms of her separation and subsequent advisory role.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and separation terms.
- Base Salary Continuation: $380,000 per annum for 12 months.
- One-Time Bonus Payment: $209,000 (annual cash bonus target).
- Benefits: Reimbursement of COBRA premiums for health, dental, and vision for 12 months.
Material Changes
The primary material change is the departure of a senior executive. Theresa Greco will cease serving as Chief Commercial Officer on June 15, 2026. This follows an agreement reached on May 11, 2026, which was previously disclosed in the Company's Form 10-Q for the quarter ended March 31, 2026.
Outlook, Risks, and Unusual Items
Advisory Role: Ms. Greco will transition to an advisory role for 12 months (through June 15, 2027). During this period, her previously granted equity will continue to vest in the ordinary course. Her responsibilities will be determined by the Company and the CEO.
Change in Control: A special bonus is contingent upon a change in control occurring during the advisory term, pursuant to a separate agreement dated September 8, 2025.
Restrictive Covenants: Ms. Greco is subject to a 12-month non-compete and a 12-month non-solicitation agreement regarding employees, customers, and collaborators.
Legal Contingencies: The Separation and Advisory Agreement becomes effective on June 9, 2026, provided it is not revoked prior to that date. It includes a general release of claims between the parties.
Investor Verification Checklist
- Verify the exact effective date of the separation (June 15, 2026) and the start of the advisory term.
- Confirm the total cash outflow impact ($380,000 salary + $209,000 bonus + COBRA costs) in the upcoming quarterly reports.
- Review the upcoming Form 10-Q for the quarter ending June 30, 2026, for the full text of the Separation and Advisory Agreement.
- Monitor for any interim appointment of a new Chief Commercial Officer to replace Ms. Greco.
- Check for any disclosures regarding the vesting schedule of Ms. Greco's equity during the advisory period.