secwatch / observer

OptimizeRx Corp — fact timeline

Source-grounded facts extracted from OptimizeRx Corp's SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

OPRX OptimizeRx Corp JSON
Shareholder Votes

OptimizeRx Corp shareholders approved Ratification of Grant Thornton LLP as independent registered public accounting firm for fiscal year 2026 at the 2026-06-09 meeting.

“5. Grant Thornton LLP was ratified as the Company’s independent registered public accounting firm for the 2026 fiscal year based upon the following votes: Votes in Favor Votes Against Abstain 15,750,329 27,585 14,338”
Shareholder Votes

OptimizeRx Corp shareholders rejected Amendment to Equity Plan to adopt an evergreen provision for automatic annual increase in shares at the 2026-06-09 meeting.

“4. The amendment to the Equity Plan to adopt an evergreen provision providing for an automatic annual increase in the shares of Common Stock available for issuance under the Equity Plan was not approved based upon the following votes: Votes in Favor Votes Against Abstain Broker Non-Votes 5,627,324 7,001,699 24,773 3,138,456”
Shareholder Votes

OptimizeRx Corp shareholders approved Amendment to Equity Plan to increase aggregate number of shares by 1,000,000 at the 2026-06-09 meeting.

“3. The amendment to the Equity Plan to increase the aggregate number of shares of Common Stock available for awards under the Equity Plan by 1,000,000 shares was approved based upon the following votes: Votes in Favor Votes Against Abstain Broker Non-Votes 11,541,123 1,096,197 16,476 3,138,456”
Shareholder Votes

OptimizeRx Corp shareholders approved Advisory approval of named executive officer compensation at the 2026-06-09 meeting.

“2. The compensation of the Company’s named executive officers, as described in the proxy statement, was approved on an advisory basis based upon the following votes: Votes in Favor Votes Against Abstain Broker Non-Votes 11,660,549 895,095 98,152 3,138,456”
Shareholder Votes

OptimizeRx Corp shareholders approved Election of seven directors to serve until next annual meeting at the 2026-06-09 meeting.

“1. The following nominees were each elected to serve as director for a term that expires at the next annual meeting of shareholders and until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal based upon the following votes: Nominee Votes For Votes Withheld Broker Non-Votes Lynn O’Connor Vos 8,327,850 4,325,946 3,138,456 Catherine Klema 9,079,088 3,574,708 3,138,456 James Lang 10,329,173 2,324,623 3,138,456 Patrick Spangler 8,092,151 4,561,645 3,138,456 Mariyamma Varghese Presti 11,766,568 887,228 3,138,456 Gregory Wasson 10,324,948 2,328,848 3,138,456 Stephen Silvestro 12,160,558 493,238 3,138,456 1”

Theresa Greco departed as Chief Commercial Officer at OptimizeRx Corp.

“Accordingly, effective as of the Separation Date, Ms. Greco will no longer serve as the Company’s Chief Commercial Officer.”
Earnings Releases

OptimizeRx Corp reported first quarter ended March 31, 2026 results: revenue $19.8 million, net income $(0.5) million, EPS $(0.03) per share. Guidance reaffirmed.

“specific reference in such filing. --- EX-99.1 (EX-99.1) --- 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”
Material Agreements

OptimizeRx Corp terminated Existing Term Loan with Blue Torch Finance, LLC (effective 2026-05-07).

“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.”
Material Agreements

OptimizeRx Corp entered into Credit Agreement with Fifth Third Bank, National Association valued at $35.0 million (effective 2026-05-07).

“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.”
Debt Financings

OptimizeRx Corp incurred credit facility of $35.0 million with Fifth Third Bank, National Association at Base Rate or Term SOFR plus an applicable margin ranging from 0.75% to 1.50% for maturing May 7, 2031.

“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”
Auditor Changes

OptimizeRx Corp engaged Grant Thornton LLP as its auditor.

“On March 26, 2026, the Company and the Audit Committee engaged Grant Thornton LLP (“Grant Thornton”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, effective immediately.”
Auditor Changes

OptimizeRx Corp dismissed UHY LLP as its auditor.

“On March 24, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors of OptimizeRx Corporation (the “Company”) approved the dismissal of, and on March 25, 2026 subsequently dismissed, UHY LLP (“UHY”) as the Company’s independent registered public accounting firm, effective immediately.”
Earnings Releases

OptimizeRx Corp reported fiscal year 2026 results: revenue $109 million and $114 million. Guidance initiated.

“The Company is also updating its fiscal year 2026 guidance at this time and is expecting revenue to be between $109 million and $114 million with Adjusted EBITDA to be between $21 million and $25 million.”
Earnings Releases

OptimizeRx Corp reported fourth quarter and full year ended December 31, 2025 results: revenue Q4 revenue of $32.2 million; Full year revenue for 2025 came in at $109.4 million, net income Q4 net income ... $5.0 million; GAAP net income for the full year of 2025 totaled $5.1 million, EPS $0.26 per diluted share (Q4); $0.27 per diluted share (full year 2025). Guidance initiated.

“On March 5, 2026 , the Company issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2025, providing key performance indicators, updated 2026 guidance and announcing a new $10 million share repurchase program.”
Material Agreements

OptimizeRx Corp amended Amendment No. 4 (effective 2026-03-02).

“On March 2, 2026, OptimizeRx Corporation (the “Company”) entered into Amendment No. 4 to the Financing Agreement (the “Amendment No. 4”).”

Stephen Silvestro was appointed as director at OptimizeRx Corp.

“appointed the Company’s CEO Stephen Silvestro to serve as a director”

Stephen Silvestro was appointed as Chief Executive Officer at OptimizeRx Corp.

“announced that Stephen Silvestro has been appointed to serve as the Company’s Chief Executive Officer, effective as of March 10, 2025”

William J. Febbo departed as Chief Executive Officer at OptimizeRx Corp.

“William J. Febbo stepped down from his positions as Chief Executive Officer (“CEO”) and Member of the Board of Directors (the “Board”) of OptimizeRx Corporation (the “Company”) effective as of December 31, 2024.”
Earnings Releases

OptimizeRx Corp reported financial results for the first quarter ended March 31, 2024.

“On May 14, 2024, OptimizeRx Corporation issued a press release announcing its financial results for the first quarter ended March 31, 2024.”
Earnings Releases

OptimizeRx Corp reported first quarter for the period ended March 31, 2024 results: revenue between $18.5 million and $19.2 million.

“the Company expects revenue to increase over 40% year-over-year and come in between $18.5 million and $19.2 million with a GAAP net loss and Adjusted EBITDA loss between $(8.2) - $(7.0) million and $(1.0) - $(0.7) million, respectively”
Earnings Releases

OptimizeRx Corp reported the full year ended December 31, 2023 results: revenue $71.5 million, net income $(17.6) million, EPS $(1.03) per basic and diluted share. Guidance reaffirmed.

“cial Highlights ● Revenue in the fourth quarter of 2023 increased 44% to $28.4 million, from $19.7 million in the same period of 2022, with the full year revenue coming in at $71.5 million, a 15% increase when compared to the same year-ago period. ● Gross profit in the fourth quarter of 2023 increased 43% year-over-year to $17.8 million. Gross profit for the full”
Earnings Releases

OptimizeRx Corp reported the fourth quarter ended December 31, 2023 results: revenue $28.4 million, net income $(4.1) million, EPS $(0.23) per basic and diluted share. Guidance reaffirmed.

“Revenue in the fourth quarter of 2023 increased 44% to $28.4 million, from $19.7 million in the same period of 2022, with the full year revenue coming in at $71.5 million, a 15% increase when compared to the same year-ago period.”
Earnings Releases

OptimizeRx Corp reported preliminary financial results for the three and twelve months ended December 31, 2023.

“On March 28, 2024, the Company held a conference call to discuss preliminary, unaudited results for the fourth quarter.”
Material Agreements

OptimizeRx Corp amended Financing Agreement with Blue Torch Finance, LLC valued at Amendment No. 1 to the Financing Agreement extended the Financial Reporting Due Date to April 15, 20 (effective 2024-03-29).

“On March 29, 2024, OptimizeRx Corporation (the “Company”) entered into Amendment No. 1 to the Financing Agreement (the “Amendment”) which amends the Financing Agreement, dated as of October 11, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Financing Agreement”) between the Company, 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.”
Earnings Releases

OptimizeRx Corp reported FY2023 results: revenue $68-$70 million. Guidance reaffirmed.

“EBITDA guidance remains unchanged, at greater than $11 million for 2024. Based on its preliminary, unaudited review, OptimizeRx estimates FY2023 revenue to exceed the range of $68-$70 million and adjusted EBITDA to be in the range of $3-$4 million, which is consistent with the Company’s previously announced guidance. The estimated revenue and adjusted”

Catherine M. Klema was appointed as Director at OptimizeRx Corp.

“Effective January 24, 2024, the Board increased the size of the Board to seven (7) members and, upon the recommendation of the Board’s Nominating & Governance Committee, appointed Catherine M. Klema to serve as a director of the Company”

Lynn O'Connor Vos was appointed as Chairperson of the Board at OptimizeRx Corp.

“Effective January 24, 2024, the Board appointed Lynn O’Connor Vos, a director of the Company, to serve as Chairperson of the Board”

Gus Halas retired as Chairperson of the Board at OptimizeRx Corp.

“Effective January 24, 2024, Gus Halas retired from his position as Chairperson of the Board of Directors”
Earnings Releases

OptimizeRx Corp reported 2024 results: revenue at least $110 million. Guidance initiated.

“We’re also introducing preliminary 2024 guidance and expect revenue to be at least $110 million and expect adjusted EBITDA margins to be at least 10%.”
Earnings Releases

OptimizeRx Corp reported full year 2023 results: revenue $68 million to $70 million. Guidance raised.

“we’re increasing our guidance for 2023 and are now looking for revenue and adjusted EBITDA to come in between $68-$70 million and $3-$4 million, respectively, for the year.”
Earnings Releases

OptimizeRx Corp reported third quarter ended September 30, 2023 results: net income $(2.9) million, EPS $(0.17).

“● Revenue in the third quarter of 2023 increased 8% to $16.3 million, as compared to $15.1 million in the same year ago period.”
M&A Transactions

OptimizeRx Corp completed an acquisition involving Healthy Offers, Inc. (d/b/a Medicx Health) for $95,000,000 (closed 2023-10-24).

“company and a wholly-owned subsidiary of the Company (the “Merger”). The aggregate merger consideration the Company paid to the Securityholders of Medicx at the closing was $95,000,000, subject to certain customary post-acquisition purchase price adjustments. erger”). The aggregate merger consideration the Company paid to the Securityholders of Medicx at the”
Material Agreements

OptimizeRx Corp entered into Subscription Agreement with Medicx Management Investors valued at 1,444,581 shares of common stock for $10.5 million (effective 2023-10-24).

“On October 24, 2023, at the closing of the Merger, each Management Investor executed a common stock purchase agreement (the “Subscription Agreement”) to memorialize his or her purchase.”

Stephen L. Silvestro was appointed as President at OptimizeRx Corp.

“the Board determined to appoint Stephen L. Silvestro President of the Company effective as of the closing of the Merger.”
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.

“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”
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.

“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”
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).

“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.”
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).

“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.”

Stephen L. Silvestro was appointed as President at OptimizeRx Corp.

“Stephen L. Silvestro will be appointed President of the Company effective as of the closing of the Merger.”
Earnings Releases

OptimizeRx Corp reported fiscal year 2023 results: revenue mid-50 to low-60 million dollars.

“Based on first half results, the Company is updating its full year financial outlook for 2023. Revenues are now expected to be in the mid-50 to low-60 million dollar range with a gross margin rate between 55% and 59%.”
Earnings Releases

OptimizeRx Corp reported quarter ended June 30, 2023 results: net income $(4.2) million, EPS $(0.24).

“Revenue in the second quarter of 2023 decreased 1% to $13.8 million, as compared to $14.0 million in the same year ago period.”
Shareholder Votes

OptimizeRx Corp shareholders approved To ratify UHY LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year at the 2023-06-07 meeting.

“UHY LLP was ratified as the Company’s independent registered public accounting firm for the 2023 fiscal year based upon the following votes: Votes in Favor Votes Against Abstain 13,611,868 12,645 1,380”
Shareholder Votes

OptimizeRx Corp shareholders rejected To approve, on an advisory basis, the compensation of the Company’s named executive officers (the "say on pay proposal") at the 2023-06-07 meeting.

“The say on pay proposal was not approved based upon the following votes: Votes in Favor Votes Against Abstain Broker Non-Votes 4,722,546 6,738,014 393,696 1,771,637”
Shareholder Votes

OptimizeRx Corp shareholders approved To elect six directors, each to serve for a term that expires at the next annual meeting of stockholders and until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal at the 2023-06-07 meeting.

“The following nominees were each elected to serve as director for a term that expires at the next annual meeting of stockholders and until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal based upon the following votes: Nominee Votes For Votes Withheld Broker Non-Votes William J. Febbo 10,694,810 1,159,446 1,771,637 Gus D. Halas 6,715,997 5,138,259 1,771,637 Lynn O’Connor Vos 7,402,326 4,451,930 1,771,637 James Lang 7,097,971 4,756,285 1,771,637 Patrick Spangler 8,072,200 3,782,056 1,771,637 Gregory D. Wasson 8,073,940 3,780,316 1,771,637”
Earnings Releases

OptimizeRx Corp reported the three months ended March 31, 2023 results: revenue $13.0 million, net income $(6.4) million, EPS $(0.37). Guidance reaffirmed.

“Financial Highlights ● Revenue in the first quarter of 2023 decreased 5% to $13.0 million, as compared to $13.7 million in the same year ago period. ● Gross profit in the first quarter of 2023 decreased 8% year-over-year to $7.4 million, from $8.1 million during the first quarter of 2022. ● GAAP net loss totaled $(6.4) million or $(0.37) per basic and diluted shares outstanding”
Earnings Releases

OptimizeRx Corp reported the fourth quarter and year ended December 31, 2022 results: revenue $19.7 million, net income GAAP net loss totaled $(0.3) million or $(0.02) per basic and diluted share, EPS $(0.02) per basic and diluted share. Guidance initiated.

“2 ea174846ex99-1_optimizerx.htm PRESS RELEASE, DATED MARCH 8, 2023 Exhibit 99.1 OptimizeRx Reports Fourth Quarter and Full Year 2022 Financial Results - Q4 revenue of $19.7 million, down 3% year-over-year and up 30% quarter-over-quarter - Q4 gross profit increased 1% year-over-year to $12.5 million as gross margins increased from 61% to 63% -”
Earnings Releases

OptimizeRx Corp reported third quarter ended September 30, 2022 results: revenue $15.1 million, net income $3.5 million or $(0.19) per basic and diluted share, EPS $(0.19). Guidance reaffirmed.

“OptimizeRx Reports Third Quarter 2022 Financial Results - Q3 Revenue of $15.1 million, down 6% year-over-year”

Miriam Paramore departed as President & Chief Strategy Officer at OptimizeRx Corp.

“Ms. Paramore will retire as President & Chief Strategy Officer of the Company effective as of December 31, 2021”

Douglas P. Baker changed role as EVP of finance and accounting at OptimizeRx Corp.

“On September 24, 2021, the Company and Douglas P. Baker, the Company’s current Chief Financial Officer, agreed that Mr. Baker will transition into the position of EVP of finance and accounting.”

Edward Stelmakh was appointed as Chief Financial Officer/Chief Operations Officer at OptimizeRx Corp.

“On September 30, 2021, OptimizeRx Corporation (the “Company”) announced that Edward Stelmakh has been appointed to serve as the Company’s Chief Financial Officer/Chief Operations Officer, effective as of October 11, 2021 (the “Effective Date”).”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.