Welcome to our dedicated page for OptimizeRx SEC filings (Ticker: OPRX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
OptimizeRx Corporation filings document the public-company records of a Nevada healthcare technology issuer serving life sciences companies through HCP and patient engagement platforms. Its SEC disclosures include material-event reports on operating results, financing agreement amendments, share repurchase authorization, executive and board appointments, auditor changes, and related internal-control matters.
OptimizeRx proxy materials cover director elections, advisory executive compensation votes, equity incentive plan amendments, and auditor ratification. The filings also provide formal governance records for board composition, committee service, compensation arrangements, capital-structure actions, and risk-related disclosures tied to the company’s digital healthcare marketing operations.
Kennedy Capital Management LLC filed as a significant shareholder of OptimizeRx Corp, reporting beneficial ownership of 1,248,899 shares of common stock, representing 6.7% of the class.
The firm, organized in Delaware and based in St. Louis, Missouri, reports sole power to vote and dispose of all 1,248,899 shares, with no shared voting or dispositive power. This establishes Kennedy Capital as an institutional investor with a meaningful, but non-controlling, stake in OptimizeRx.
OptimizeRx Corporation reported weaker results for the three and six months ended June 30, 2026. Net revenue fell 30% in Q2 to $20.5 million and 21% year to date to $40.3 million, largely due to the wind-down of a low-margin managed service program and the absence of revenue from a customer that represented about 10% of 2025 revenue. Macroeconomic pressures and pricing dynamics also weighed on demand.
Despite lower revenue, cost of revenues dropped sharply, improving gross margin as the business mix shifted toward higher-margin solutions. Total expenses declined about 20% year over year in both Q2 and year to date, reflecting efficiency initiatives, though stock-based compensation rose due to accelerated vesting tied to terminations. The company posted a Q2 net loss of $0.7 million versus a prior-year profit and a six‑month net loss of $1.2 million.
Operating cash flow remained solid at $8.1 million in the first half. OptimizeRx refinanced its debt with a new $35 million credit facility, leaving $19.7 million outstanding on the term loan at June 30, 2026 and an undrawn $10 million revolver. Cash and equivalents were $24.1 million and working capital was $44.4 million. Management continues to remediate a material weakness in internal control related to data from one third‑party service provider.
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.
BlackRock, Inc. filed Amendment No. 8 reporting its beneficial ownership in OptimizeRx Corp. common stock. As of 06/30/2026, BlackRock’s reporting business units beneficially owned 342,250 shares of common stock, representing 1.8% of the class. BlackRock reports sole voting power and sole dispositive power over all 342,250 shares, with no shared voting or dispositive power. Various underlying clients have rights to dividends or sale proceeds, but no individual person holds more than five percent of OptimizeRx’s outstanding common shares.
OptimizeRx Corp is reported to have a significant shareholder, Royce & Associates, LP, which files as a New York corporation. Royce reports beneficial ownership of 1,089,398 shares of OptimizeRx common stock, representing 5.81% of the class as of June 30, 2026.
Royce has sole voting and sole dispositive power over all of these shares and no shared power. The position is held for investment management clients of Royce & Associates, an indirect majority-owned subsidiary of Franklin Resources, Inc. Royce states the holdings are in the ordinary course of business and not for the purpose of changing or influencing control of OptimizeRx. Royce disclaims any pecuniary interest and that it is part of a “group” with Franklin affiliates or their principal shareholders.
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.
KLEMA CATHY reported acquisition or exercise transactions in this Form 4 filing.
OptimizeRx Corp director Cathy Klema reported an equity grant of 34,517 restricted stock units (RSUs) tied to the company’s common stock. The RSUs were awarded on June 9, 2026 at no cash purchase price and represent a contingent right to receive shares.
The RSUs will vest in full on the earlier of the first anniversary of the grant date or the date of OptimizeRx’s next annual meeting of shareholders. Following this grant, Klema’s direct holdings reported in the filing total 56,137 shares of common stock. The transaction is characterized as a grant or award rather than an open-market buy or sell.
Lang James Paul reported acquisition or exercise transactions in this Form 4 filing.
OptimizeRx Corp director James Paul Lang reported an equity award of 34,517 shares of common stock. The filing describes this as a grant of restricted stock units, representing a contingent right to receive shares of OptimizeRx common stock at no purchase price.
The restricted stock units will vest in full on the earlier of the first anniversary of the grant date or the date of the company’s next annual meeting of shareholders. Following this award, Lang is reported as directly owning 433,837 shares of OptimizeRx common stock.
Presti Mariyamma Varghese reported acquisition or exercise transactions in this Form 4 filing.
OptimizeRx Corp director Presti Mariyamma Varghese received a grant of 17,258 restricted stock units (RSUs) of common stock. The award was made at no cash cost per unit and increases her direct holdings to 30,318 shares after the transaction. The RSUs represent a contingent right to receive shares that will vest in full on the earlier of the first anniversary of the grant date or the date of OptimizeRx’s next annual meeting of shareholders.
Spangler Patrick D reported acquisition or exercise transactions in this Form 4 filing.
OptimizeRx Corp director Patrick D. Spangler received an equity award of 34,517 shares of common stock in the form of restricted stock units. The units carry a contingent right to receive OptimizeRx common stock and will vest in full on the earlier of the first anniversary of the June 9, 2026 grant date or the company’s next annual meeting of shareholders. Following this grant, he directly owns 78,732 shares of common stock.