{"url_path":"/sec/oprx/8-k/2026-06-05/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 ** **Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/1448431/0001213900-26-065810-index.html","accession_number":"0001213900-26-065810","cik":"0001448431","ticker":"OPRX","issuer_name":"OptimizeRx Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1448431/0001213900-26-065810-index.html","primary_entity_key":"0001448431","primary_entity_name":"OptimizeRx Corp"},"word_count":630,"has_tables":true,"body_markdown":"**Item 5.02** **Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\nAs previously disclosed in the Company’s\nQuarterly Report on Form 10-Q for the quarter ended March 31, 2026, OptimizeRx Corporation (the “Company”) and Theresa\nGreco agreed on May 11, 2026 to a separation, effective as of June 15, 2026 (the “Separation Date”). Accordingly, effective as of the\nSeparation Date, Ms. Greco will no longer serve as the Company’s Chief Commercial Officer.\n\n \n\nIn connection with Ms. Greco’s separation\nfrom employment with the Company, on June 1, 2026, Ms. Greco and the Company entered into a Separation Agreement and Release of\nClaims, which includes Advisory Terms and Conditions (the “Separation and Advisory Agreement”). The Separation and\nAdvisory Agreement will become effective and enforceable on June 9, 2026, provided such agreement is not revoked prior thereto.\nUnder the terms of the Separation and Advisory Agreement, and in accordance with the provisions of the Amended and Restated\nEmployment Agreement entered into by and between Ms. Greco and the Company on August 18, 2025 (the “Employment\nAgreement”), Ms. Greco will receive: (1) continuation of her $380,000 per annum base salary for a period of twelve (12)\nmonths; (2) a one time lump sum payment of her annual cash bonus target of $209,000; and (3) reimbursement of COBRA premium\npayments for continued health, dental and vision benefit coverage for twelve (12) months, unless earlier terminated pursuant to the\nterms of COBRA. \n\n \n\nPursuant to the Separation and Advisory\nAgreement, Ms. Greco will provide advisory services to the Company for a period of twelve (12) months, through June 15, 2027 (the “Advisory Term”),\nduring which time any equity previously granted to Ms. Greco will continue to vest in the ordinary course. As Advisor, Ms.\nGreco’s responsibilities to the Company will be to render advice as the Company and the Chief Executive Officer will determine\nfrom time to time. In addition, in the event of a change in control during the Advisory Term, Ms. Greco will receive a special bonus pursuant to the terms\nthe Special Bonus Agreement by and between the Company and Ms. Greco, dated September 8, 2025.\n\n \n\nThe Separation and Advisory Agreement also provides for a general release\nof claims between the Company and Ms. Greco, subject to certain exclusions, as well as other customary provisions. In addition, under\nthe Separation and Advisory Agreement, Ms. Greco will be held to certain of her obligations under the Business Protection Agreement entered\ninto by and between Mr. Greco and the Company on October 22, 2023, including Ms. Greco’s agreement (a) not to compete\nwith the Company for a period of twelve (12) months, and (b) not to solicit the Company’s employees, any persons who have provided\nservices to the Company within one (1) year from the date of her termination of employment, customers, clients, collaborators, and certain\nother persons or entities for a period of twelve (12) months. Also, during the term of Ms. Greco’s advisory services, she will be\nsubject to all of the Company’s policies.\n\n \n\nThe\ndescription of the terms of the Separation and Advisory Agreement contained in this Current Report on Form 8-K does not purport\nto be complete and is qualified in its entirety by reference to the full text of the Separation and Advisory Agreement, a copy of\nwhich will be included as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2026.\n\n \n\n1\n\n \n\n \n\n**SIGNATURES**\n\n** **\n\nPursuant to the requirements\nof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto\nduly authorized.\n\n \n\n \n**OPTIMIZERX CORPORATION**\n\n \n \n \n\nDate: June 5, 2026\nBy:\n/s/ Marion Odence-Ford\n\n \nName:\nMarion Odence-Ford\n\n \nTitle:\nChief Legal & Administrative Officer\n\n \n\n2"}