8-K
filed October 16, 2023, 7:59 PM ET
ticker OPRX
CIK 0001448431
M&A
confidence high
sentiment positive
materiality 0.85
OptimizeRx Corp (OPRX): debt financing — OptimizeRx acquires Medicx Health for $95M; preannounces Q3 revenue $15.2-$15.5M
OptimizeRx Corp
- Acquires Medicx Health for $95M in cash; closing expected Q4 2023; management to reinvest ~$10.5M in OPRX common stock.
- New $40M term loan from Blue Torch Finance at Reference+7.5% or SOFR+8.5%; leverage ratio covenants step down from 4.50:1 to 2.00:1.
- Preliminary Q3 2023 revenue $15.2M-$15.5M; non-GAAP net income $0.6M-$1.0M; ahead of consensus.
- Stephen Silvestro appointed President effective at merger close; steps down as Chief Commercial Officer.
- Combined revenue run rate ~$100M; acquisition expected to be immediately accretive to earnings.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.95
OptimizeRx Corp incurred term loan of $40,000,000 with Blue Torch Finance, LLC at (a) Reference Rate (greatest of (i) 4.00%, (ii) Federal Funds Rate plus 0.50%, ( maturing quarterly installments commencing December 31, 2023.
- Instrument
- term loan
- Principal
- $40,000,000
- Counterparty
- Blue Torch Finance, LLC
- Rate
- (a) Reference Rate (greatest of (i) 4.00%, (ii) Federal Funds Rate plus 0.50%, (
- Maturity
- quarterly installments commencing December 31, 2023
- Event
- incurrence
Exact text from the filing
and, together with the Company, the “Borrowers”). The Financing Agreement provides for a term loan (the “Term Loan”) to the Borrowers in the aggregate principal amount of $40,000,000, the proceeds of which will be used to fund, in part, the Merger Consideration. The Term Loan shall bear interest, at the Company’s option, at either (a) the Reference Rate, which
View on SEC.gov
Earnings Releases
SEC 8-K Item 2.02
confidence 0.95
OptimizeRx Corp reported third quarter 2023 results: revenue $15.2-$15.5 million, net income $0.6-$1 million non-GAAP net income.
- Period
- third quarter 2023
- Revenue
- $15.2-$15.5 million
- Net income
- $0.6-$1 million non-GAAP net income
- Result
- preliminary results
Exact text from the filing
On October 12, 2023, OptimizeRx issued a press release pre-announcing certain unaudited financial results for the quarter ended September 30, 2023, including, but not limited to, expected revenue between $15.2 million and $15.5 million
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stephen L. Silvestro was appointed as President at OptimizeRx Corp.
- Action
- appointed
- Role
- President
Exact text from the filing
Stephen L. Silvestro will be appointed President of the Company effective as of the closing of the Merger.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 1.0
OptimizeRx Corp entered into Financing Agreement with the lenders from time to time party thereto and Blue Torch Finance, LLC valued at $40,000,000 (effective 2023-10-11).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- the lenders from time to time party thereto and Blue Torch Finance, LLC
- Value
- $40,000,000
- Effective
- 2023-10-11
Exact text from the filing
On October 11, 2023 (the “Loan Date”), the Company, as the lead borrower, entered into a Financing Agreement (the “Financing Agreement”) with the lenders from time to time party thereto (the “Lenders”) and Blue Torch Finance, LLC, a Delaware limited liability company (“Blue Torch”), as collateral agent and administrative agent for the Lenders.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 1.0
OptimizeRx Corp entered into Agreement and Plan of Merger with Healthy Offers, Inc. (d/b/a Medicx Health), the securityholders of Medicx named therein, and Michael Weintraub valued at $95,000,000 (effective 2023-10-11).
- Action
- entry
- Agreement
- merger
- Counterparty
- Healthy Offers, Inc. (d/b/a Medicx Health), the securityholders of Medicx named therein, and Michael Weintraub
- Value
- $95,000,000
- Effective
- 2023-10-11
Exact text from the filing
On October 11, 2023, OptimizeRx Corporation (the “Company” or “OptimizeRx”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Healthy Offers, Inc. (d/b/a Medicx Health), a Nevada corporation (“Medicx”), the securityholders of Medicx named therein (the “Securityholders”), and Michael Weintraub, not in his individual capacity, but solely in his capacity as representative, agent and attorney-in-fact of the Securityholders.
View on SEC.gov
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