---
schema_version: "secwatch.filing_event.v1"
accession: "0001013762-23-004127"
form_type: "8-K"
ticker: "OPRX"
cik: "0001448431"
company_name: "OptimizeRx Corp"
filed_at: "2023-10-16T23:59:59+00:00"
generated_at: "2026-06-09T23:12:19.347677+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# OptimizeRx acquires Medicx Health for $95M; preannounces Q3 revenue $15.2-$15.5M

## Summary
- 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.

## SEC filing metadata
- accession: 0001013762-23-004127
- form_type: 8-K
- ticker: OPRX
- cik: 0001448431
- company_name: OptimizeRx Corp
- filed_at: 2023-10-16T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.02, 2.03, 3.02, 5.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1448431/000101376223004127/0001013762-23-004127-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1448431/000101376223004127/ea186749-8k_optimizerx.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001013762-23-004127
- JSON: https://secwatch.observer/filing/0001013762-23-004127.json
- Plain text: https://secwatch.observer/filing/0001013762-23-004127.txt

## Key facts
- Debt Financings
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1448431/000101376223004127/0001013762-23-004127-index.htm
- Earnings Releases
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1448431/000101376223004127/0001013762-23-004127-index.htm
- Executive change
  Stephen L. Silvestro was appointed as President at OptimizeRx Corp.
  - Action: appointed
  - Role: President
  source text: Stephen L. Silvestro will be appointed President of the Company effective as of the closing of the Merger.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1448431/000101376223004127/0001013762-23-004127-index.htm
- Material Agreements
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1448431/000101376223004127/0001013762-23-004127-index.htm
- Material Agreements
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1448431/000101376223004127/0001013762-23-004127-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.