OptimizeRx to Acquire Caregility for $120M

TL;DR

OptimizeRx buying Caregility for $120M to boost digital health offerings.

AI Summary

OptimizeRx Corp announced on March 11, 2024, that it has entered into a definitive agreement to acquire all outstanding shares of Caregility Corp. for an aggregate purchase price of $120 million. The transaction is expected to close in the second quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition by OptimizeRx is expected to expand its digital health platform and enhance its capabilities in patient engagement and remote care solutions.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, and integration risks are inherent in any merger.

Key Numbers

• $120M — Acquisition Price (Total amount OptimizeRx Corp is paying for Caregility Corp.)

Key Players & Entities

• OptimizeRx Corp (company) — Acquiring company
• Caregility Corp (company) — Target company
• $120 million (dollar_amount) — Aggregate purchase price for Caregility Corp.
• March 11, 2024 (date) — Date of definitive agreement announcement
• second quarter of 2024 (date) — Expected closing period for the acquisition

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 Par Value OPRX The Nasdaq Capital M

Filing Documents

• ea0201581-8k_optimize.htm (8-K) — 24KB
• ea0201581ex99-1_optimize.htm (EX-99.1) — 11KB
• image_001.jpg (GRAPHIC) — 6KB
• 0001213900-24-021461.txt ( ) — 217KB
• oprx-20240311.xsd (EX-101.SCH) — 3KB
• oprx-20240311_lab.xml (EX-101.LAB) — 33KB
• oprx-20240311_pre.xml (EX-101.PRE) — 22KB
• ea0201581-8k_optimize_htm.xml (XML) — 4KB

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On March 11, 2024, OptimizeRx Corp. (the "Company") issued a press release reaffirming certain preliminary unaudited revenue and adjusted EBITDA results for fiscal 2023 based upon management estimates. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated herein by reference. The estimated revenue and adjusted EBITDA for FY2023 set forth in the press release are preliminary and unaudited and are subject to completion of the Company's financial closing procedures. The Company's independent registered public accounting firm has not conducted an audit or review of and does not express an opinion or any other form of assurance with respect to, the preliminary unaudited revenue results. It is possible that the Company or its independent registered public accounting firm may identify items that require the Company to make adjustments to the preliminary estimates of revenue and/or adjusted EBITDA set forth in the press release. The information in this Item 2.02 and in the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit Number Description 99.1 Press Release, dated March 11, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 1

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. OPTIMIZERX CORPORATION Date: March 11, 2024 By: /s/ Edward Stelmakh Name: Edward Stelmakh Title: Chief Financial Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR