Every 8-K that Optimizerx Corp (OPRX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow OPRX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full OPRX filings page.
OptimizeRx Corporation reported second-quarter 2026 results and announced a planned finance leadership transition. Q2 2026 revenue was $20.5 million, down 30% from $29.2 million a year earlier. The company recorded a GAAP net loss of $0.7 million versus net income of $1.5 million in Q2 2025, or $(0.04) per share versus $0.08. Non-GAAP net income was $3.1 million ($0.16 per diluted share), and adjusted EBITDA was $4.9 million, modestly below $5.8 million in Q2 2025. Cash and cash equivalents were $24.1 million as of June 30, 2026, slightly above year-end 2025.
The company reaffirmed full-year 2026 guidance for revenue of $95–$100 million and adjusted EBITDA of $21–$25 million. It completed a $35 million banking facility, including a $25 million term loan and a $10 million undrawn revolver, and has repaid $8.3 million of principal since inception, supporting liquidity and lowering debt. Key KPIs showed pressure: net revenue retention was 90% versus 121% a year earlier, and average revenue per top 20 pharma manufacturer declined.
The board approved a finance leadership succession plan. Edward Stelmakh will step down as Chief Financial & Strategy Officer effective December 31, 2026, becoming a strategic advisor through 2027 under a separation and advisory agreement that provides salary continuation, bonus, COBRA reimbursement, and continued equity vesting during the advisory term. Andy D’Silva will become Chief Financial Officer and Heather Favazza Chief Accounting Officer, each effective January 1, 2027, under amended and restated employment offers that set base salaries, target bonuses, severance protections, and continued non‑competition and business protection covenants.
OptimizeRx Corporation reported the results of its 2026 annual shareholder meeting. Shareholders approved Amendment No. 2 to the 2021 Equity Incentive Plan, increasing the shares of common stock available for awards by 1,000,000 to a total of 5,450,000 shares.
All seven director nominees were elected, and shareholders approved on an advisory basis the compensation of named executive officers. A separate proposal to add an evergreen provision to the equity plan was not approved. Shareholders also ratified Grant Thornton LLP as independent auditor for the year ending December 31, 2026. There were 18,765,075 common shares outstanding and entitled to vote as of April 10, 2026.
OptimizeRx Corporation reported that Chief Commercial Officer Theresa Greco will separate from the company effective June 15, 2026, transitioning into an advisory role for twelve months through June 15, 2027. On June 1, 2026, she and the company entered into a Separation and Advisory Agreement, which becomes effective June 9, 2026 if not revoked.
Ms. Greco will receive continuation of her $380,000 annual base salary for 12 months, a one-time cash bonus equal to her $209,000 annual bonus target, and reimbursement of COBRA premiums for health, dental, and vision coverage for up to 12 months. During the advisory period, her previously granted equity will continue to vest on the normal schedule, and she may receive a special bonus if a change in control occurs under a prior bonus agreement.
The agreement includes a general release of claims, a 12‑month non‑compete and non‑solicitation restrictions tied to a Business Protection Agreement, and requires her to comply with company policies while serving as an advisor.
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.
OptimizeRx Corporation appointed Mary Varghese Presti, currently Corporate Vice President and Chief Operating Officer of Microsoft’s Health & Life Sciences organization, to its Board of Directors as an independent director. Her term runs until the company’s 2026 annual meeting of stockholders, continuing until a successor is elected and qualified.
The Board expanded from six to seven members in connection with her appointment and named her to the Audit Committee. As a non-employee director, she will receive an annual cash retainer of $45,000, an annual equity grant valued at approximately $175,000, and an additional annual $10,000 cash retainer for Audit Committee service. A related press release describing her extensive healthcare and technology background, including roles at Microsoft, Nuance, IBM Watson Health, athenahealth, and Pfizer, was furnished as an exhibit.
OptimizeRx Corporation changed its independent auditor, dismissing UHY LLP after Audit Committee approval and appointing Grant Thornton LLP for the fiscal year ending December 31, 2026. UHY’s audit reports for 2025 and 2024 were clean, with no adverse opinions or scope or principle qualifications.
The company previously disclosed a material weakness in internal control over financial reporting related to data from third-party service organizations. This weakness did not cause any restatement or disagreements with UHY, and UHY is authorized to cooperate fully with Grant Thornton on this matter.
OptimizeRx Corporation extended its term loan maturity by two years to October 11, 2029, and allowed share repurchases of up to $10 million through March 15, 2027, while keeping a 1% premium in place through October 11, 2027.
For 2025, revenue grew 19% to $109.4 million, with fourth quarter revenue steady at $32.2 million. Gross profit rose to $73.6 million, and the company moved from a prior-year loss to GAAP net income of $5.1 million. Adjusted EBITDA more than doubled to $24.3 million.
Cash and cash equivalents increased to $23.4 million as of December 31, 2025, supported by $18.7 million of operating cash flow. The board authorized a new $10 million share repurchase program effective March 12, 2026, and 2026 guidance calls for revenue of $109–$114 million and adjusted EBITDA of $21–$25 million.
OptimizeRx Corporation reported that it furnished a press release announcing financial results for the third quarter ended September 30, 2025. The press release is provided as Exhibit 99.1 and is incorporated by reference.
The company stated that the information in Item 2.02 and Exhibit 99.1 is being furnished, not filed, under the Exchange Act and therefore is not subject to Section 18 liabilities, nor incorporated into Securities Act or Exchange Act filings unless specifically referenced.
OptimizeRx’s common stock trades on the Nasdaq Capital Market under the symbol OPRX.
OptimizeRx Corporation amended an employment letter to formalize terms for Brendan Merrell in an executive operations role. His package makes him eligible for an annual target bonus equal to 40% of base salary (pro-rated in his first year), participation in the companys annual equity grant program and broad employee benefit plans, including flexible paid time off. If terminated without cause and after signing a release, he is entitled to severance equal to six (6) months of base salary plus continuation of medical, dental, and vision benefits under COBRA for six months. The amendment restates standard executive protections and typical equity and bonus participation for similarly situated executives.
OptimizeRx Corporation (OPRX) filed an 8-K on June 24, 2025 to disclose a governance change. Effective June 20, 2025, the Board of Directors expanded from five to six members and appointed CEO Stephen Silvestro to fill the new seat. Silvestro will serve until the 2026 annual meeting, subject to earlier resignation or removal. No other executive departures, financial data, or strategic transactions were reported. The company furnished a related press release as Exhibit 99.1; the information in Item 7.01 is deemed “furnished,” not “filed,” under the Exchange Act.
Aside from this board adjustment, the 8-K contains no updates on earnings, guidance, or operations. Therefore, the filing is primarily informational and unlikely to have a material impact on valuation or near-term cash flows.