OptimizeRx Corp Files 8-K for Material Agreement

TL;DR

OptimizeRx just filed an 8-K for a big new deal. Keep an eye on this.

AI Summary

OptimizeRx Corporation announced a material definitive agreement on March 28, 2024. The company, incorporated in Nevada, filed its 8-K report on April 2, 2024, detailing this agreement and its results of operations and financial condition. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates a significant new agreement for OptimizeRx Corp, which could impact its future financial performance and strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks and opportunities, making the immediate impact uncertain.

Key Numbers

• 001-38543 — SEC File Number (Identifier for OptimizeRx Corp's SEC filings)
• 26-1265381 — IRS Employer Identification No. (Tax identification for OptimizeRx Corp)

Key Players & Entities

• OptimizeRx Corporation (company) — Registrant
• March 28, 2024 (date) — Date of Earliest Event Reported
• April 2, 2024 (date) — Date of Report
• Nevada (jurisdiction) — State of incorporation
• 260 Charles Street, Suite 302, Waltham, MA 02453 (address) — Principal executive offices

FAQ

Key Financial Figures

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

Filing Documents

• ea0203141-8k_optimize.htm (8-K) — 31KB
• ea020314101ex10-1_optimize.htm (EX-10.1) — 47KB
• ea020314101ex99-1_optimize.htm (EX-99.1) — 57KB
• ea020314101ex99-2_optimize.htm (EX-99.2) — 19KB
• ex99-1_001.jpg (GRAPHIC) — 91KB
• ex99-2_001.jpg (GRAPHIC) — 51KB
• 0001213900-24-029318.txt ( ) — 551KB
• oprx-20240328.xsd (EX-101.SCH) — 3KB
• oprx-20240328_lab.xml (EX-101.LAB) — 33KB
• oprx-20240328_pre.xml (EX-101.PRE) — 22KB
• ea0203141-8k_optimize_htm.xml (XML) — 4KB

01

Item 1.01 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. The Financing Agreement contains a covenant which required the Company to deliver to the Lenders and Blue Torch its audited financial statements for the fiscal year ended December 31, 2023 by March 30, 2024 (the "Financial Reporting Due Date"). Pursuant to the Amendment, the Lenders and Blue Torch agreed to extend the Financial Reporting Due Date to April 15, 2024.

02 Results of Operations and Financial

Item 2.02 Results of Operations and Financial Condition. On March 28, 2024, the Company held a conference call to discuss preliminary, unaudited results for the fourth quarter. A transcript of such conference call is furnished herewith as Exhibit 99.1. The presentation included Adjusted EBITDA, a non-GAAP financial measure. The Company defines Adjusted EBITDA as GAAP net income (loss) with an adjustment to add back depreciation, amortization, interest, stock-based compensation, acquisition expenses, severance expense related to a reduction in force, income or loss related to the fair value of contingent consideration, gain or loss from the disposal of a business, asset impairment charges, other income (loss), and deferred income taxes. The Company's Adjusted EBITDA may not provide information that is directly comparable to that provided by other companies in the Company's industry, as other companies in the industry may calculate Adjusted EBITDA differently. The Company's Adjusted EBITDA is not a measurement of financial performance under GAAP and should not be considered as an alternative to net income (loss) or as an indication of operating performance or any other measure of performance derived in accordance with GAAP. The Company does not consider this non-GAAP measure to be a substitute for or superior to the information provided by its GAAP financial results. The Company has provided this non-GAAP financial measure to aid investors in better understanding its performance. Management believes that this non-GAAP financial measure provides additional insight into the operations of the Company. The table, "Reconciliation of Non-GAAP Measures," furnished herewith as Exhibit 99.2, provides a reconciliation of estimated GAAP net income (loss) and Adjusted EBITDA for the three and twelve months ended December 31, 2023 and 2022. The 2023 GAAP numbers included in the reconciliation table are preliminary and unaudited and are subject to completion of the Company's fi

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit Number Description 10.1 Amendment No. 1 to Financing Agreement, dated March 29, 2024 99.1 Transcript of Conference Call, dated March 28, 2024 99.2 Reconciliation of Non-GAAP Measures 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2

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: April 2, 2024 By: /s/ Edward Stelmakh Name: Edward Stelmakh Title: Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR