0001628280-22-026032.txt : 20221005 0001628280-22-026032.hdr.sgml : 20221005 20221005131735 ACCESSION NUMBER: 0001628280-22-026032 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20221003 FILED AS OF DATE: 20221005 DATE AS OF CHANGE: 20221005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stelmakh Edward CENTRAL INDEX KEY: 0001887046 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38543 FILM NUMBER: 221295144 MAIL ADDRESS: STREET 1: 400 WATER STREET STREET 2: SUITE 200 CITY: ROCHESTER STATE: MI ZIP: 48307 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: OptimizeRx Corp CENTRAL INDEX KEY: 0001448431 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 261265381 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 400 WATER ST., STE. 200 CITY: ROCHESTER STATE: MI ZIP: 48307 BUSINESS PHONE: 248-651-6558 MAIL ADDRESS: STREET 1: 400 WATER ST., STE. 200 CITY: ROCHESTER STATE: MI ZIP: 48307 4 1 wf-form4_166499024096581.xml FORM 4 X0306 4 2022-10-03 0 0001448431 OptimizeRx Corp OPRX 0001887046 Stelmakh Edward C/O OPTIMIZERX CORPORATION 400 WATER STREET, SUITE 200 ROCHESTER MI 48307 0 1 0 0 CFO/COO Restricted Stock Units 2022-10-03 4 A 0 49867 0 A Common Stock 49867.0 49867 D Stock Option 15.04 2022-10-03 4 A 0 97637 0 A 2027-10-02 Common Stock 97637.0 97637 D Each restricted stock unit represents a contingent right to receive one share of OptimizeRx common stock. The restricted stock units vest in three equal annual installments beginning October 3, 2023, the first anniversary of the grant date. The stock option vests in three equal annual installments beginning October 3, 2023, the first anniversary of the grant date. The filing of this Statement shall not be construed as an admission (a) that the person filing this Statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this Statement, or (b) that this Statement is legally required to be filed by such person. /s/ Marion Odence-Ford, by Power of Attorney 2022-10-04 EX-24 2 ex-24.htm ED STELMAKH POA

POWER OF ATTORNEY

Know by all these presents, that the undersigned hereby constitutes and appoints Marion Odence-Ford, with the full power of substitution, the undersigned's true and lawful attorney-in-fact to:

1. execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of OptimizeRx Corporation (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities and Exchange Act of 1934 and the rules and regulations promulgated thereunder;

2. do and complete any and all acts for and on behalf the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission and any stock exchange or similar authority;

3. take any other action of type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that such attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4th of October, 2022.

/s/ Edward Stelmakh
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Edward Stelmakh
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