SCHEDULE 13D/A: Whetstone Capital Withdraws Board Nominations at OptimizeRx Following Agreement on Director Appointment

Whetstone Capital Advisors, a significant shareholder in OptimizeRx Corporation, has conditionally withdrawn its nominations for the company's 2025 annual meeting board election, following an agreement with OptimizeRx to appoint a new independent director.

Summary

• Whetstone Capital Advisors, LLC (WCA) and David Atterbury, collectively the Reporting Persons, beneficially own 1,508,303 shares of OptimizeRx Corporation's Common Stock, representing 8.2% of the outstanding shares.
• The shares were acquired using approximately $7,557,310 from the working capital of private investment funds advised by WCA.
• On April 18, 2025, WCA submitted a conditional withdrawal of its notice to nominate two candidates for election to OptimizeRx's Board of Stockholders.
• This withdrawal became effective the same day, following OptimizeRx's public announcement of its intention to appoint a new independent director to its Board prior to the end of 2025.
• The agreement resulted from discussions between WCA and OptimizeRx regarding Board refreshment and future strategy.
• The Reporting Persons intend to continuously review their investment in OptimizeRx and may adjust their position (buy, sell, or hedge) based on various factors including the Issuer's financial position, strategic direction, market conditions, and stock price.

Sentiment

Score: 7

Explanation: The resolution of a potential proxy contest through an agreement on board refreshment is generally a positive development, reducing uncertainty and indicating constructive engagement between a significant shareholder and the company. This can be viewed favorably by the market.

Positives

• The conditional withdrawal of board nominations by Whetstone Capital suggests a resolution of potential shareholder activism, which can reduce uncertainty and improve corporate stability.
• OptimizeRx's commitment to appoint a new independent director prior to the end of 2025 indicates a responsiveness to shareholder input and a focus on Board refreshment, potentially enhancing corporate governance.

Risks

• The Reporting Persons explicitly state their intent to continuously review their investment and may purchase additional shares, sell some or all of their securities, or engage in hedging transactions, which could introduce future volatility or selling pressure on the stock.

Future Outlook

The Reporting Persons intend to continuously review their investment in OptimizeRx Corporation. Their future actions, including purchasing or selling shares or engaging in hedging, will depend on various factors such as the Issuer's financial position, strategic direction, the outcome of ongoing discussions, actions by OptimizeRx management or Board, stock price levels, liquidity requirements, other investment opportunities, and general economic and industry conditions. OptimizeRx has committed to appointing a new independent director to its Board prior to the end of 2025.

Management Comments

• "On April 18, 2025, WCA submitted to the Issuer a conditional withdrawal of its notice of intent to nominate two candidates for election to the Board at the Issuer's 2025 annual meeting of stockholders (the 'Conditional Withdrawal')."
• "The Conditional Withdrawal became effective on the same day, following the Issuer's issuance of a press release announcing its intention to appoint a new independent director to its Board prior to the end of 2025."
• "The Conditional Withdrawal followed discussions held between WCA and the Issuer, and was in connection with a number of actions announced by the Issuer regarding Board refreshment and future strategy."

Industry Context

This filing reflects a common dynamic in the public markets where activist shareholders engage with company management to influence corporate governance and strategic direction. The resolution of a potential proxy contest through an agreement on board refreshment aligns with broader trends of increased shareholder engagement and focus on independent board oversight within the healthcare technology and digital health sectors.

Comparison to Industry Standards

• The agreement to appoint an independent director is a standard practice in corporate governance to enhance board independence and diversity of thought, aligning with best practices advocated by institutional investors and proxy advisory firms.
• Shareholder engagement leading to a conditional withdrawal of nominations, rather than a contested election, is often viewed favorably as it suggests a constructive dialogue and avoids the costs and distractions associated with proxy fights, a common outcome in shareholder activism across various industries.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: The resolution of a potential proxy contest and the commitment to board refreshment can be seen as positive for shareholder value and governance, potentially reducing uncertainty and improving investor confidence.
• Management/Board: The agreement allows management and the Board to focus on strategic initiatives without the immediate distraction of a contested election, while also incorporating new independent perspectives.

Next Steps

• OptimizeRx Corporation intends to appoint a new independent director to its Board prior to the end of 2025.
• The Reporting Persons will continue to review their investment in OptimizeRx Corporation on an ongoing basis.

Key Dates

Keywords

OptimizeRx Corporation, Whetstone Capital Advisors, Schedule 13D, Shareholder Activism, Board Nominations, Corporate Governance, Independent Director, Common Stock, Investment Funds