OptimizeRx (Nasdaq: OPRX) posts Q1 2026 results and secures $35M credit facility
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
OptimizeRx Corporation reported mixed but improving first-quarter 2026 results and refinanced its debt on more favorable terms. Q1 2026 revenue was $19.8 million, down 10% from $21.9 million a year earlier, but the GAAP net loss narrowed to $0.5 million from $2.2 million. Non-GAAP net income rose to $2.7 million and adjusted EBITDA more than doubled to $3.3 million.
The company updated its 2026 outlook to revenue of $95–$100 million and maintained adjusted EBITDA guidance of $21–$25 million. It ended March 31, 2026 with $20.2 million in cash and $23.6 million of debt. After quarter-end, OptimizeRx closed a new $35 million senior secured facility with Fifth Third Bank, replacing its prior term loan, lowering its interest rate by 625 basis points and targeting about $1.5 million in annual interest savings, alongside efficiency initiatives expected to deliver $3 million in annualized cost savings.
Positive
- Adjusted EBITDA for Q1 2026 increased to $3.3 million from $1.5 million a year earlier, while non-GAAP net income rose to $2.7 million, showing significantly improved underlying profitability.
- The company refinanced into a new $35 million senior secured facility that cuts its interest rate by 625 basis points, targeting about $1.5 million in annual interest expense savings plus $3 million in expected annualized operating cost savings.
Negative
- None.
Insights
Profitability and financing quality improved despite a 10% revenue decline.
OptimizeRx saw Q1 2026 revenue fall to $19.8 million, a 10% year-over-year decrease, but GAAP net loss narrowed to $0.5 million and non-GAAP net income rose to $2.7 million. Adjusted EBITDA increased to $3.3 million, indicating stronger underlying profitability.
The new $35 million senior secured facility with Fifth Third replaces the prior term loan and lowers borrowing costs by 625 basis points, with about $1.5 million in expected annual interest savings. Operating efficiency initiatives are expected to add $3 million in annualized savings, including $1 million in 2026, supporting the updated full-year revenue guidance of $95–$100 million and adjusted EBITDA of $21–$25 million.
Actual outcomes will depend on execution amid headwinds like most favored nations pricing dynamics and more measured customer spending. Subsequent disclosures for periods after Q1 2026 will show whether revenue growth reaccelerates while the company sustains higher margins under the new capital structure.
8-K Event Classification
5 items: 1.01, 1.02, 2.02, 2.03, 9.01
5 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02
Termination of a Material Definitive Agreement
Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Q1 2026 Revenue: $19.8 million
Q1 2026 GAAP Net Loss: $0.5 million
Q1 2026 Non-GAAP Net Income: $2.7 million
+5 more
8 metrics
Q1 2026 Revenue
$19.8 million
Quarter ended March 31, 2026; down 10% year-over-year
Q1 2026 GAAP Net Loss
$0.5 million
Quarter ended March 31, 2026; improved from $2.2 million loss in 2025
Q1 2026 Non-GAAP Net Income
$2.7 million
Quarter ended March 31, 2026; up from $1.5 million in 2025
Q1 2026 Adjusted EBITDA
$3.3 million
Quarter ended March 31, 2026; up from $1.5 million in 2025
2026 Revenue Guidance
$95–$100 million
Full-year 2026 company outlook
2026 Adjusted EBITDA Guidance
$21–$25 million
Full-year 2026 company outlook
New Credit Facility Size
$35 million
Senior secured facilities with Fifth Third Bank at May 7, 2026
Expected Interest Savings
$1.5 million per year
Annual savings from 625 bps lower rate under new facility
Key Terms
Term SOFR, adjusted EBITDA, net revenue retention, most favored nations (MFN) pricing, +1 more
5 terms
Term SOFR financial
"Loans under the Credit Agreement bear interest... at a rate per annum equal to either the Base Rate or Term SOFR..."
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
adjusted EBITDA financial
"Q1 net loss and adjusted EBITDA came in at $(0.5) million and $3.3 million, respectively..."
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
net revenue retention financial
"Net revenue retention | 110 % | | 114 % |"
Net revenue retention measures how much revenue a company keeps from its existing customers over a set period after accounting for customers who leave, reductions in spending, and any increases from upsells or cross-sells. For investors it shows whether a company can grow sales from the customers it already has—like checking whether a store is making more or less money from its regular shoppers—which signals business health and future revenue durability.
most favored nations (MFN) pricing financial
"short to intermediate term disruption from ongoing most favored nations (MFN) pricing dynamics and other macroeconomic factors..."
A most favored nations (MFN) pricing clause is a contract term that guarantees a buyer will receive the best price a seller offers to any other buyer; if the seller later gives a lower price to someone else, the MFN buyer is entitled to the same lower price. Think of it like a price-match promise between stores. For investors, MFN clauses can limit a company’s ability to raise prices, compress margins, affect future negotiations and revenue forecasting, and influence competitive dynamics in a market.
Rule of 40 financial
"plans to position the Company to become a sustained “Rule of 40” company..."
The "rule of 40" is a simple guideline used by investors to assess the health of a company's growth and profitability. It adds a company's growth rate to its profit margin; if the total is 40% or higher, the company is generally considered to be performing well. This helps investors quickly gauge whether a company is balancing rapid growth with solid profits, much like checking if a car’s speed and fuel efficiency together are within a safe and efficient range.
Earnings Snapshot
Revenue: $19.8 million · Guidance included
Q1 2026
Revenue
$19.8 million
Decreased 10% from $21.9 million in Q1 2025
GAAP Net Loss
$(0.5) million
Narrowed from $(2.2) million in Q1 2025
Non-GAAP Net Income
$2.7 million
Increased from $1.5 million in Q1 2025
Adjusted EBITDA
$3.3 million
Increased from $1.5 million in Q1 2025
Guidance
For 2026, OptimizeRx expects revenue of $95–$100 million and adjusted EBITDA of $21–$25 million.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 12, 2026
(Exact name of registrant as specified in charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
Registrant’s telephone number, including area code: 248 .651.6568
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
The | ||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 1.01 Entry into a Material Definitive Agreement.
On May 7, 2026 (the “Closing Date”), OptimizeRx Corporation, a Nevada corporation (the “Company” or “Borrower”), entered into a credit agreement (the “Credit Agreement”) with the other loan parties from time to time party thereto (the “Loan Parties”), the lenders from time to time party thereto (the “Lenders”), and Fifth Third Bank, National Association (“Fifth Third”), as Agent, L/C Issuer and Swing Line Lender. Fifth Third also acted as Sole Lead Arranger and Sole Bookrunner in connection with the Credit Agreement.
The Credit Agreement provides for senior secured credit facilities in an aggregate principal amount of $35.0 million on the Closing Date, consisting of (i) a $10.0 million revolving credit facility (the “Revolving Facility”), which includes a $250,000 letter of credit subfacility and a swing line subfacility (with an initial swing line maximum amount of $0), and (ii) a $25.0 million term loan facility (the “Term Loan”), which was funded in a single advance on the Closing Date. In addition, the Credit Agreement provides for an uncommitted incremental accordion feature of up to $25.0 million of additional revolving and/or term loan commitments, subject to customary conditions, including a pro forma total net leverage ratio of no greater than 2.25 to 1.00 and a limit of three incremental increases during the term.
The proceeds of the facilities were or will be used (a) to refinance the Company’s existing obligations under the financing agreement, dated as of October 11, 2023, with Blue Torch Finance, LLC, as administrative and collateral agent (the “Existing Term Loan”), (b) to pay related fees, costs and expenses, (c) to repurchase the Company’s common stock to the extent permitted under the Credit Agreement, and (d) for working capital, capital expenditures and other general corporate purposes. On the Closing Date, the Company terminated and repaid in full all obligations outstanding under the Existing Term Loan with the proceeds from the new Term Loan.
The Revolving Facility and the Term Loan mature on the earliest of (a) May 7, 2031, (b) the date of acceleration of the obligations following an event of default, and (c) the date of prepayment in full and termination of the commitments. The Term Loan amortizes in quarterly principal installments of $312,500, with the remaining outstanding principal balance due at maturity.
Loans under the Credit Agreement bear interest, at the Borrower’s election, at a rate per annum equal to either the Base Rate or Term SOFR (the “Tranche Rate”), in each case plus an applicable margin determined by reference to a pricing grid based on the Company’s total net leverage ratio, ranging from 0.75% to 1.50% for Base Rate loans and from 1.75% to 2.50% for Term SOFR loans. The Company is also required to pay (i) an unused line fee of 0.25% per annum on the undrawn portion of the Revolving Facility, (ii) a letter of credit fronting fee of 0.125% per annum, and (iii) a closing fee of $87,500, which was fully paid on the Closing Date. Upon the occurrence and during the continuance of certain events of default, the applicable interest rate may be increased by 2.00% per annum.
The obligations under the Credit Agreement are guaranteed by each direct and indirect subsidiary of the Company (other than excluded foreign subsidiaries and excluded domestic holding companies) and are secured by a first-priority security interest in substantially all personal property of the Borrower and the other Loan Parties and a pledge of the equity interests of their subsidiaries, with the pledge of voting stock of first-tier foreign subsidiaries and excluded domestic holding companies limited to 65% to the extent a greater pledge would result in material adverse U.S. federal income tax consequences.
The Credit Agreement contains customary affirmative and negative covenants, including limitations on indebtedness, liens, investments, acquisitions (subject to customary permitted acquisition conditions, including a pro forma total net leverage ratio of no greater than 2.50 to 1.00 and consideration not exceeding $5.0 million per acquisition), asset dispositions, restricted payments, transactions with affiliates, mergers and prepayments of other indebtedness. The Credit Agreement also requires the Company to maintain, tested quarterly, (i) a minimum fixed charge coverage ratio of 1.20 to 1.00 and (ii) a maximum total net leverage ratio of 2.75 to 1.00.
1
The Credit Agreement contains customary events of default, including non-payment, breach of covenants, cross-default to other material indebtedness in excess of a $1.5 million threshold, bankruptcy and insolvency events, material judgments, certain ERISA events, a change of control, and the invalidity of any loan document or lien. Upon the occurrence of an event of default, the Agent may, among other remedies, accelerate the obligations and exercise rights against the collateral.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information included in Item 1.01 above of this Current Report on Form 8-K with respect to the termination of the Existing Credit Agreement is incorporated into this Item 1.02 of this Current Report on Form 8-K.
Item 2.02 Results of Operations and Financial Condition.
On May 12, 2026 , OptimizeRx Corporation issued a press release announcing its financial results for the first quarter ended March 31, 2026. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 2.02 and Exhibit 99.1 attached hereto are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 above of this Current Report on Form 8-K is incorporated into this Item 2.03 of this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number | Description | |||||||
| 10.1* | Credit Agreement, dated May 7, 2026, among the Company, the other loan parties, the lenders thereto, and Fifth Third | |||||||
| 99.1 | Press release, dated May 12, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
*Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OPTIMIZERX CORPORATION | |||||||||||
Date: | By: | /s/ Edward Stelmakh | |||||||||
| Name: | Edward Stelmakh | ||||||||||
| Title: | Chief Financial & Strategy Officer | ||||||||||
3
OptimizeRx Reports First Quarter 2026 Financial Results and Updates Fiscal Year 2026 Guidance
-Q1 revenue totals $19.8 million
-Q1 net loss and adjusted EBITDA came in at $(0.5) million and $3.3 million, respectively
-2026 revenue guidance updated to $95-$100 million; adjusted EBITDA guidance unchanged at $21-$25 million
- Paid off an incremental $2.7 million in principal from term loan during Q1
-Completed debt refinancing, subsequent to end of Q1, with a $35 million traditional banking facility, resulting in expected $1.5 million in annual interest expense savings
-Launched operating efficiency initiatives, subsequent to end of Q1, with expected annualized savings of $3 million, including $1 million in 2026
WALTHAM, MA. – May 12, 2026 – OptimizeRx Corp. (the “Company”) (Nasdaq: OPRX), a leading provider of healthcare technology solutions helping life sciences companies reach and engage healthcare professionals (HCPs) and patients, today announced results for the three months ended March 31, 2026.
Financial Highlights
•Revenue in the first quarter of 2026 decreased 10% to $19.8 million when compared to $21.9 million in the same year ago period.
•GAAP net loss in the first quarter of 2026 narrowed to $(0.5) million, or $(0.03) per share, compared to net loss of $(2.2) million, or $(0.12) per share, in the same period of 2025.
•Non-GAAP net income in the first quarter of 2026 increased to $2.7 million, or $0.14 per diluted share, compared to Non-GAAP net income of $1.5 million, or $0.08 per diluted share, in the same period of 2025. (see *Non-GAAP Measures below)
•Adjusted EBITDA for the first quarter of 2026 increased to $3.3 million compared to $1.5 million in the same year ago period. (see *Non-GAAP Measures below)
•Cash and cash equivalents totaled $20.2 million as of March 31, 2026 as compared to $23.4 million as of December 31, 2025.
•Paid off $2.7 million of principal and exited the first quarter of 2026 with $23.6 million in debt.
•Subsequent to the end of the quarter, the Company refinanced its debt through Fifth Third Bank which lowers the interest rate by 625 basis points, an annual interest expense savings of approximately $1.5 million, through a $25 million term loan and an undrawn $10 million revolver.
Stephen Silvestro, OptimizeRx CEO commented, “We delivered a solid start to 2026, exceeding consensus for the quarter, reinforcing the strength and resilience of our operating model. While we are seeing some short to intermediate term disruption from ongoing most favored nations (MFN) pricing dynamics and other macroeconomic factors leading to more measured customer spending, we do not view these pressures as enduring obstacles.
“Importantly, the long-term shift toward digital, data-driven engagement across life sciences remains firmly intact and continues to provide a meaningful driver for our business. We are encouraged by the traction we are seeing with existing customers, particularly in instances where they are not directly impacted by MFN, and with mid-tier and emerging clients. As recently announced, we are also expanding our platform capabilities by opening our proprietary electronic health record network to demand-side platforms (DSPs), enabling media buyers to activate scalable, point of care campaigns within their clinical programmatic workflow. Providing programmatic access to DSPs will position us to significantly increase inventory utilization and unlock a new, high-growth revenue channel over time. We believe our differentiated network, deep integrations, and scalable model position us to capitalize on the significant long-term opportunity in front of us.”
| Rolling Twelve Months Ended March 31, | |||||||||||
| Key Performance Indicators (KPIs)** | 2026 | 2025 | |||||||||
| (in thousands, except percentages) | |||||||||||
| Average revenue per top 20 pharmaceutical manufacturers | $ | 2,791 | $ | 2,963 | |||||||
| Percent of total revenue attributable to top 20 pharmaceutical manufacturers | 52 | % | 63 | % | |||||||
| Net revenue retention | 110 | % | 114 | % | |||||||
| Revenue per average full-time employee | $ | 801 | $ | 710 | |||||||
2026 Financial Outlook
The Company is updating its fiscal year 2026 guidance, and now expects revenue of $95 million to $100 million and adjusted EBITDA of $21 million to $25 million.
Conference Call, Webcast, and Webcast Replay Information
Date: Tuesday, May 12, 2026
Time: 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time)
Toll Free: 1-877-407-9716
International: 1-201-493-6779
Conference ID: 13760191
Call Me: https://callme.viavid.com/viavid/?callme=true&passcode=13760191&h=true&info=company-email&r=true&B=6
Webcast: https://viavid.webcasts.com/starthere.jsp?ei=1760247&tp_key=80ee98d522
Webcast Replay: The archived webcast will be on the investor relations section of the OptimizeRx website
Individual Meeting Invitation
In an effort to increase relations with institutional investors, OptimizeRx management has dedicated time to hosting individual meetings with portfolio managers and analysts. If you are interested in scheduling a meeting with OptimizeRx management, please contact: adsilva@optimizerx.com or dfarrell@lifesciadvisors.com.
*Non-GAAP Measures
In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), this earnings release also contains non-GAAP financial measures. The reasons why we believe these measures provide useful information to investors and, for historical periods, a reconciliation of these measures to the most directly comparable GAAP measures are included in the supplemental tables that follow.
Although the Company provides guidance for adjusted EBITDA, a non-GAAP financial measure, it is not able to provide guidance to the most directly comparable GAAP measure. Reconciliations for forward-looking figures would require unreasonable effort at this time because of the uncertainty and variability of the nature and amount of certain components of various necessary GAAP components, including, for example, those related to compensation, acquisition expenses, other income, amortization or others that may arise during the year, and the Company’s management believes such reconciliations would imply a degree of precision that would be confusing or misleading to investors. For the same reasons, the Company is unable to address the probable significance of the unavailable information.
**Definition of Key Performance Indicators
Top 20 pharmaceutical manufacturers: We have updated the definition of “top 20 pharmaceutical manufacturers” in our key performance indicators to be based upon Fierce Pharma’s most updated list of “The top 20 pharma companies by 2025 revenue”. We previously used “The top 20 pharma companies by 2024 revenue”. As a result of this change, prior periods have been restated for comparative purposes.
Net revenue retention: Net revenue retention is a comparison of revenue generated from all clients in the previous period to total revenue generated from the same clients in the following year (i.e., excludes new client relationships for the most recent year).
Revenue per average full-time employee: We define revenue per average full-time employee (FTE) as total revenue over the last 12 months (LTM) divided by the average number of employees over the LTM, which is calculated by taking our total number of FTEs at the end of the prior year period by our total FTE headcount at the end of the most recent period.
About OptimizeRx
OptimizeRx is a leading healthcare technology company that’s redefining how life science brands connect with patients and healthcare providers. Our platform combines innovative artificial intelligence (AI)-driven tools like the Dynamic Audience Activation Platform (DAAP) and Micro-Neighborhood Targeting (MNT) to deliver timely, relevant, and hyper-local engagement. By bridging the gap between HCP and DTC strategies, we empower brands to create synchronized marketing solutions that drive faster treatment decisions and improved patient outcomes.
Our commitment to privacy-safe, patient-centric technology ensures that every interaction is designed to make a meaningful impact, delivering life-changing therapies to the right patients at the right time. Headquartered in Waltham, Massachusetts, OptimizeRx partners with some of the world’s leading pharmaceutical and life sciences companies to transform the healthcare landscape and create a healthier future for all.
For more information, follow the Company on X, LinkedIn or visit www.optimizerx.com.
Important Cautions Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipates”, “believes”, “estimates”, “expects”, “forecasts”, “intends”, “plans”, “projects”, “targets”, “designed”, “could”, “may”, “should”, “will” or other similar words and expressions are intended to identify these forward-looking statements. All statements that reflect the Company’s expectations, assumptions, projections, beliefs or opinions about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, statements relating to the Company’s future performance, expected revenues, expected adjusted EBITDA, ability to reinforce the strength and resilience of the Company’s operating model, macroeconomics factors not expected to be enduring disruptions, digital, data-driven engagement remaining intact and continuing to be a meaningful driver for the business, current and future traction with existing and new customers, plans to successfully launch programmatic access to the Company’s authenticated EHR network, programmatic access will increase inventory utilization and unlock high-growth revenue channel, ability to capitalize on significant long-term opportunity, plans to grow shareholder value creation, plans to continue the Company’s growth and transformation, plans to position the Company to become a sustained “Rule of 40” company, increased market volatility, engagement across the Company’s network, , and other statements relating to future performance, plans, and expectations. These forward-looking statements are based on the Company’s current expectations and involve assumptions regarding the Company’s business, the economy, and other future conditions that may never materialize or may prove to be incorrect. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted, or quantified. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties including, but not limited to, the effect of government regulation, seasonal trends, dependence on a concentrated group of customers, cybersecurity incidents that could disrupt operations, the ability to keep pace with growing and evolving technology, the ability to maintain contracts with electronic prescription platforms and electronic health records networks, competition, and other factors discussed in the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2025, its subsequent Quarterly Reports on Form 10-Q, and in other filings the Company has made and may make with the Securities and Exchange Commission in the future. One should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may be required by law.
OptimizeRx Contact
Andy D’Silva, Chief Business Officer
adsilva@optimizerx.com
Investor Relations Contact
Douglas Farrell
LifeSci Advisors, LLC
dfarrell@lifesciadvisors.com
OPTIMIZERX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
| March 31, 2026 | December 31, 2025 | ||||||||||
| ASSETS | (unaudited) | ||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 20,169 | $ | 23,365 | |||||||
| Accounts receivable, net of allowance for credit losses of $260 at March 31, 2026 and December 31, 2025 | 31,989 | 37,752 | |||||||||
| Taxes receivable | 871 | 752 | |||||||||
| Prepaid expenses and other | 3,136 | 2,846 | |||||||||
| Total current assets | 56,165 | 64,715 | |||||||||
| Property and equipment, net | 107 | 106 | |||||||||
| Other assets | |||||||||||
| Goodwill | 70,869 | 70,869 | |||||||||
| Patent rights, net | 4,426 | 4,586 | |||||||||
| Technology assets, net | 6,576 | 6,870 | |||||||||
| Tradename and customer relationships, net | 28,751 | 29,340 | |||||||||
| Operating lease right-of-use assets | 352 | 404 | |||||||||
| Security deposits and other assets | 18 | 28 | |||||||||
| Total other assets | 110,992 | 112,097 | |||||||||
| TOTAL ASSETS | $ | 167,264 | $ | 176,918 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Current portion of long-term debt | $ | 2,000 | $ | 4,255 | |||||||
| Accounts payable | 3,066 | 1,636 | |||||||||
| Accrued expenses | 3,592 | 11,591 | |||||||||
| Revenue share payable | 955 | 3,086 | |||||||||
| Current portion of lease liabilities | 177 | 193 | |||||||||
| Deferred revenue | 669 | 503 | |||||||||
| Total current liabilities | 10,459 | 21,264 | |||||||||
| Non-current liabilities | |||||||||||
| Long-term debt, net | 21,343 | 21,421 | |||||||||
| Lease liabilities, net of current portion | 196 | 234 | |||||||||
| Deferred tax liabilities, net | 5,655 | 5,705 | |||||||||
| Total liabilities | 37,653 | 48,624 | |||||||||
| Commitments and contingencies | |||||||||||
| Stockholders’ equity | |||||||||||
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding at March 31, 2026 or December 31, 2025 | — | — | |||||||||
Common stock, $0.001 par value, 166,666,667 shares authorized, 20,506,472 and 20,500,986 shares issued at March 31, 2026 and December 31, 2025, respectively | 21 | 20 | |||||||||
Treasury stock, $0.001 par value, 1,741,397 shares held at March 31, 2026 and December 31, 2025 | (2) | (2) | |||||||||
| Additional paid-in-capital | 209,323 | 207,512 | |||||||||
| Accumulated deficit | (79,731) | (79,236) | |||||||||
| Total stockholders’ equity | 129,611 | 128,294 | |||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 167,264 | $ | 176,918 | |||||||
OPTIMIZERX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data, unaudited)
| For the Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net revenue | $ | 19,844 | $ | 21,928 | |||||||
| Expenses | |||||||||||
| Cost of revenues, exclusive of depreciation and amortization presented separately below | 4,912 | 8,584 | |||||||||
| Sales and marketing | 4,729 | 4,985 | |||||||||
| General and administrative expenses | 3,513 | 4,557 | |||||||||
| Research and development | 3,402 | 3,252 | |||||||||
| Stock-based compensation | 1,828 | 1,558 | |||||||||
| Depreciation and amortization | 1,064 | 1,094 | |||||||||
| Total expenses | 19,448 | 24,030 | |||||||||
| Income (loss) from operations | 396 | (2,102) | |||||||||
| Other income (expense) | |||||||||||
| Interest expense | (1,155) | (1,297) | |||||||||
| Other income | 38 | 39 | |||||||||
| Interest income | 77 | 88 | |||||||||
| Total other expenses, net | (1,040) | (1,170) | |||||||||
| Loss before provision for income taxes | (644) | (3,272) | |||||||||
| Income tax benefit | 149 | 1,073 | |||||||||
| Net loss | $ | (495) | $ | (2,199) | |||||||
| Weighted average number of shares outstanding – basic | 18,761,622 | 18,470,808 | |||||||||
| Weighted average number of shares outstanding – diluted | 18,761,622 | 18,470,808 | |||||||||
| Loss per share – basic | $ | (0.03) | $ | (0.12) | |||||||
| Loss per share – diluted | $ | (0.03) | $ | (0.12) | |||||||
OPTIMIZERX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
| For the Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| OPERATING ACTIVITIES: | |||||||||||
| Net loss | $ | (495) | $ | (2,199) | |||||||
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||||||||
| Depreciation and amortization | 1,064 | 1,094 | |||||||||
| Stock-based compensation | 1,828 | 1,558 | |||||||||
| Amortization of debt issuance costs | 358 | 174 | |||||||||
| Changes in: | |||||||||||
| Accounts receivable | 5,763 | 5,492 | |||||||||
| Prepaid expenses and other assets | (290) | 74 | |||||||||
| Accounts payable | 1,430 | 1,225 | |||||||||
| Revenue share payable | (2,131) | (3,310) | |||||||||
| Accrued expenses and other liabilities | (7,989) | 854 | |||||||||
| Operating lease liabilities | (2) | — | |||||||||
| Taxes receivable and payable | (119) | (431) | |||||||||
| Deferred tax liabilities | (50) | (705) | |||||||||
| Deferred revenue | 166 | 38 | |||||||||
| NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES | (467) | 3,864 | |||||||||
| INVESTING ACTIVITIES: | |||||||||||
| Purchases of property and equipment | (21) | (27) | |||||||||
| Capitalized software development costs | — | (57) | |||||||||
| NET CASH USED IN INVESTING ACTIVITIES | (21) | (84) | |||||||||
| FINANCING ACTIVITIES: | |||||||||||
| Cash paid for employee withholding taxes related to the vesting of restricted stock units | (17) | (87) | |||||||||
| Repayment of long-term debt | (2,691) | (500) | |||||||||
| NET CASH USED IN FINANCING ACTIVITIES | (2,708) | (587) | |||||||||
| NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (3,196) | 3,193 | |||||||||
| CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 23,365 | 13,380 | |||||||||
| CASH AND CASH EQUIVALENTS - END OF PERIOD | $ | 20,169 | $ | 16,573 | |||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | |||||||||||
| Cash paid for interest | $ | 798 | $ | 1,121 | |||||||
| Cash paid for income taxes | $ | 12 | $ | — | |||||||
OPTIMIZERX CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(in thousands, except share and per share data, unaudited)
This earnings release includes certain financial measures that are not prepared in accordance with generally accepted accounting principles (GAAP). These non-GAAP financial measures are performance measures that are not defined under GAAP and should be considered in addition to, and not as a substitute for, the most directly comparable GAAP measures. They may also not be comparable to similarly titled measures reported by other companies. Management believes that presenting these non-GAAP financial measures provides useful supplemental information that facilitates comparison of the Company's historical operating results and trends, and offers transparency into how management evaluates the business. Management uses these measures in making financial, operating and planning decisions and in evaluating the Company's performance. Excluding items that management does not consider reflective of ongoing operating results improves the comparability of year-over-year results and helps investors better understand the Company’s underlying performance. These adjustments may include items such as asset impairment charges, amortization, stock-based compensation, acquisition expenses, severance related to executive departures and reductions in force initiatives, shareholder activist related fees, CEO search fees, other income, and other items that management believes are not related to the Company’s ongoing performance.
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net loss | $ | (495) | $ | (2,199) | |||||||
| Depreciation and amortization | 1,064 | 1,094 | |||||||||
| Stock-based compensation | 1,828 | 1,558 | |||||||||
| Severance expenses | 30 | 275 | |||||||||
| Shareholder activist related fees | — | 451 | |||||||||
| CEO search fees | — | 225 | |||||||||
| Other income | (38) | (39) | |||||||||
| Amortization of debt issuance costs | 358 | 174 | |||||||||
| Non-GAAP net income | $ | 2,747 | $ | 1,539 | |||||||
| Non-GAAP net income per share | |||||||||||
| Diluted | $ | 0.14 | $ | 0.08 | |||||||
| Weighted average shares outstanding: | |||||||||||
| Diluted | 19,107,036 | 18,579,012 | |||||||||
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net loss | $ | (495) | $ | (2,199) | |||||||
| Depreciation and amortization | 1,064 | 1,094 | |||||||||
| Income tax benefit | (149) | (1,073) | |||||||||
| Stock-based compensation | 1,828 | 1,558 | |||||||||
| Severance expenses | 30 | 275 | |||||||||
| Shareholder activist related fees | — | 451 | |||||||||
| CEO search fees | — | 225 | |||||||||
| Other income | (38) | (39) | |||||||||
| Interest expense, net | 1,078 | 1,209 | |||||||||
| Adjusted EBITDA | $ | 3,318 | $ | 1,501 | |||||||
FAQ
How did OptimizeRx (OPRX) perform financially in Q1 2026?
OptimizeRx generated Q1 2026 revenue of $19.8 million, down 10% from $21.9 million a year earlier. GAAP net loss narrowed to $0.5 million from $2.2 million, while non-GAAP net income rose to $2.7 million and adjusted EBITDA reached $3.3 million.
What full-year 2026 guidance did OptimizeRx (OPRX) provide?
OptimizeRx now expects 2026 revenue of $95–$100 million and reaffirmed adjusted EBITDA guidance of $21–$25 million. This outlook reflects management’s view of demand trends, ongoing efficiency efforts, and the impact of its new, lower-cost debt structure.
What new credit facility did OptimizeRx (OPRX) enter into?
On May 7, 2026 OptimizeRx entered a $35 million senior secured credit agreement with Fifth Third Bank, comprising a $25 million term loan and a $10 million revolving facility. The agreement refinances its prior term loan and includes customary covenants and security over substantially all personal property.
How will the new debt refinancing affect OptimizeRx (OPRX) interest expense?
The Fifth Third financing lowers OptimizeRx’s interest rate by 625 basis points, which management expects will reduce annual interest expense by about $1.5 million. This improvement should support cash flow and complements the company’s broader cost-efficiency initiatives.
What cost-saving initiatives has OptimizeRx (OPRX) announced for 2026?
Subsequent to Q1 2026, OptimizeRx launched operating efficiency initiatives with expected annualized savings of $3 million, including about $1 million expected in 2026. These actions are intended to enhance margins alongside its updated revenue and adjusted EBITDA guidance.
What were OptimizeRx’s (OPRX) key balance sheet figures at March 31, 2026?
As of March 31, 2026, OptimizeRx reported $20.2 million in cash and cash equivalents and $23.6 million in debt. Total assets were $167.3 million and total stockholders’ equity was $129.6 million, reflecting a balance sheet geared toward continued operations and growth investments.