NASDAQ: OPRX

OptimizeRx Corp

CIK 0001448431 · SIC 7389 · Miscellaneous Business Services NEC

Small Revenue $109M Assets $164M as of Aug 26, 2026

OptimizeRx is a leading digital healthcare technology company that is redefining how life sciences brands engage with, market their services and products to, and support patients and healthcare providers. We leverage our proprietary technology solutions and partnerships to help our clients develop… About this business →

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10-Q Filed Aug 13, 2026 · Period ending Jun 30, 2026

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8-K Filed Aug 12, 2026 · Period ending Aug 7, 2026

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8-K Filed Jun 12, 2026 · Period ending Jun 9, 2026

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8-K Filed Jun 5, 2026 · Period ending Jun 1, 2026

OptimizeRx CCO Theresa Greco departing June 15; receives $589K severance, advisory role

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10-Q Filed May 13, 2026 · Period ending Mar 31, 2026 Risk improved

revenue $19.8M, net income -$495,000. OptimizeRx revenue falls 10% as major customer goes dark; margin expansion drives near-breakeven

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8-K Filed May 12, 2026 · Period ending May 12, 2026

OptimizeRx refinances debt, cuts guidance on revenue decline and market headwinds

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8-K Filed Apr 9, 2026 · Period ending Apr 3, 2026

OptimizeRx appoints Mary Varghese Presti to Board, expands to seven directors

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8-K Filed Mar 30, 2026 · Period ending Mar 24, 2026 Red flag

OptimizeRx dismisses auditor UHY LLP, appoints Grant Thornton amid material weakness

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10-K Filed Mar 12, 2026 · Period ending Dec 31, 2025 Risk improved

OptimizeRx returns to profit with $5.1M net income; sales team doubles, debt cut 23%

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10-Q Filed Nov 7, 2025 · Period ending Sep 30, 2025

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10-Q Filed May 13, 2025 · Period ending Mar 31, 2025

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10-K Filed Mar 20, 2025 · Period ending Dec 31, 2024

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Latest financial statements

From 10-Q filed Aug 13, 2026 (period ending Jun 30, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.

As filed

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)

(in thousands, except share and per share data, unaudited)

Description Three months ended June 30, 2026 Three months ended June 30, 2025 Six months ended June 30, 2026 Six months ended June 30, 2025
Net revenue 20,504 29,195 40,348 51,123
Expenses
Cost of revenues, exclusive of depreciation and amortization presented separately below 4,816 10,560 9,728 19,144
Sales and marketing 5,528 5,865 10,257 10,850
General and administrative 3,702 3,909 7,215 8,466
Research and development 3,274 3,092 6,676 6,344
Stock-based compensation 2,208 1,488 4,036 3,046
Depreciation and amortization 1,064 1,074 2,128 2,168
Total expenses 20,592 25,988 40,040 50,018
Income from operations (88) 3,207 308 1,105
Other income (expense)
Interest expense (1,127) (1,603) (2,282) (2,899)
Other income 38 37 76 76
Interest income 81 90 158 177
Total other expenses, net (1,008) (1,476) (2,048) (2,646)
Income (loss) before provision for income taxes (1,096) 1,731 (1,740) (1,541)
Income tax benefit (expense) 393 (199) 542 874
Net income (loss) (703) 1,532 (1,198) (667)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment 11 11
Comprehensive income (loss) (692) 1,532 (1,187) (667)
Weighted average number of shares outstanding basic 18,785,596 18,510,834 18,773,638 18,490,931
Weighted average number of shares outstanding diluted 18,785,596 19,015,496 18,773,638 18,490,931
Income (loss) per share basic (0.04) 0.08 (0.06) (0.04)
Income (loss) per share diluted (0.04) 0.08 (0.06) (0.04)

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

Description June 30, 2026 (unaudited) December 31, 2025
Current assets
Cash and cash equivalents 24,096 23,365
Accounts receivable, net of allowance for credit losses of $260 and $260 at June 30, 2026 and December 31, 2025, respectively 24,796 37,752
Taxes receivable 2,328 752
Prepaid expenses and other 2,926 2,846
Total current assets 54,146 64,715
Property and equipment, net 122 106
Other assets
Goodwill 70,869 70,869
Patent rights, net 4,267 4,586
Technology assets, net 6,281 6,870
Customer relationships, net 28,162 29,340
Operating lease right-of-use assets 452 404
Security deposits and other assets 18 28
Total other assets 110,049 112,097
TOTAL ASSETS 164,317 176,918
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt 1,250 4,255
Accounts payable 1,323 1,636
Accrued expenses 5,389 11,591
Revenue share payable 813 3,086
Current portion of lease liabilities 227 193
Deferred revenue 709 503
Total current liabilities 9,711 21,264
Non-current liabilities
Long-term debt, net 17,757 21,421
Lease liabilities, net of current portion 246 234
Deferred tax liabilities, net 5,521 5,705
Total liabilities 33,235 48,624
Commitments and contingent liabilities (See Note 12)
Stockholders’ equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding at June 30, 2026 and December 31, 2025
Common stock, $0.001 par value, 166,666,667 shares authorized, 20,574,233 and 20,500,986 shares issued at June 30, 2026 and December 31, 2025, respectively 21 20
Treasury stock, $0.001 par value, 1,741,397 shares held at June 30, 2026 and December 31, 2025 (2) (2)
Additional paid-in-capital 211,486 207,512
Accumulated other comprehensive income (loss) 11
Accumulated deficit (80,434) (79,236)
Total stockholders’ equity 131,082 128,294
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 164,317 176,918

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands, unaudited)

Description Six months ended June 30, 2026 Six months ended June 30, 2025
OPERATING ACTIVITIES:
Net loss (1,198) (667)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 2,128 2,168
Stock-based compensation 4,036 3,046
Amortization of debt issuance costs 635 611
Changes in:
Accounts receivable 12,956 4,700
Prepaid expenses and other assets (81) (958)
Accounts payable (313) (174)
Revenue share payable (2,273) (2,462)
Accrued expenses and other liabilities (6,190) 4,138
Operating lease liabilities (2) 9
Deferred tax liabilities (184) (1,033)
Taxes receivable and payable (1,576) (964)
Deferred revenue 206 11
NET CASH PROVIDED BY OPERATING ACTIVITIES 8,144 8,425
INVESTING ACTIVITIES:
Purchases of property and equipment (56) (37)
Capitalized software development costs (91)
NET CASH USED IN INVESTING ACTIVITIES (56) (128)
FINANCING ACTIVITIES:
Cash paid for employee withholding taxes related to the vesting of restricted stock units (63) (92)
Proceeds from term loan, net of issuance costs 24,298
Repayment of long-term debt (31,603) (5,000)
NET CASH USED IN FINANCING ACTIVITIES (7,368) (5,092)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 11
NET INCREASE IN CASH AND CASH EQUIVALENTS 731 3,205
CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD 23,365 13,380
CASH AND CASH EQUIVALENTS END OF PERIOD 24,096 16,585
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest 1,566 3,409
Cash paid for income taxes 1,223 1,087

Amounts as printed on the EDGAR/iXBRL face — (in thousands, except share and per share data, unaudited); (in thousands, except share and per share data); (in thousands, unaudited). Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗

About OptimizeRx Corp

Source: Item 1 (Business) from the 10-K filed March 12, 2026. Description as filed by the company with the SEC.

Item 1. Business

General

OptimizeRx is a leading digital healthcare technology company that is redefining how life sciences brands engage with, market their services and products to, and support patients and healthcare providers. We leverage our proprietary technology solutions and partnerships to help our clients develop and execute highly individualized and targeted marketing campaigns to drive physician and patient engagement and to enhance patient care. OptimizeRx is a Nevada corporation and was founded in 2006 in Rochester, Michigan, as a healthcare technology company delivering various types of messages to target audiences, including coupons and co-pays directly to physicians and pharmacists through electronic health record (“EHR”) systems and ePrescribing (“eRx”) platforms. Over time, the demand for different types of communication and marketing solutions among life sciences organizations, healthcare professionals (“HCPs”), and patients led us to expand upon our initial solution to increase the variety of health-related information we deliver, as well as the platforms, technology, and audiences through, and to which we deliver.

By combining artificial intelligence (“AI”)-driven tools with our original financial messaging solution, we progressively enhanced our original financial messaging solution. Our current AI-enabled Dynamic Audience Activation Platform (“DAAP”) not only identifies precise HCP audiences but also estimates which HCPs will see brand eligible patients, and when such brand eligible patients will be seen.

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After acquiring Healthy Offers, Inc. (d/b/a “Medicx” or “Medicx Health”) in 2023, we expanded our capabilities to include direct-to-consumer (“DTC”) marketing using our patent-protected Micro-Neighborhood® Targeting (“MNT”) solution. MNT uses de-identified claims data to identify and target not individual patients, but geographies in which eligible patients live, to better target audiences for brand manufacturers - a privacy-centric approach to audience creation. With the integration of DTC marketing, our life sciences brand customers now have expanded access across our omnichannel network to reach both HCP and patient audiences. Today, we offer diverse tech-enabled marketing solutions using sophisticated machine learning algorithms to find the best audience in the correct channels at the right time.

Customers are able to execute traditional marketing campaigns utilizing our proprietary digital point-of-care network, as well as dynamic DTC marketing campaigns that optimize audiences in real time to increase the value of treatment information for HCPs and patients. Connecting over two million U.S. healthcare providers and millions of their patients through an intelligent technology platform embedded within a proprietary omnichannel network, OptimizeRx helps life sciences organizations engage and support their customers.

Dollar figures are in thousands, except per share data and where the context indicates otherwise.

Business Strategy

In recent years, the life science industry has been moving a greater portion of its commercial spend away from legacy marketing methodologies and toward precision digital marketing. We believe our solutions are well tailored to capitalize on this shift in marketing practices, making our network and precision patient finding solutions highly valuable. As a result, we continue to prioritize innovation, customer centricity and delight, operational excellence, disciplined execution, developing stronger relationships with our valued business partners, and expanding our unique value proposition with our top-tier pharma customers. We believe these initiatives will drive the best performance for our customers and enable us to execute on a land and expand strategy with the life science industry.

Another core aspect of our value creation strategy is to to drive towards being recognized as a sustainable “Rule of 40” company within the next several years such that our combined annual revenue growth rate and adjusted EBITDA margin are 40% or higher. Like other companies aspiring to be a “Rule of 40” company, we understand the need to effectively balance growth with profitability. As we drive towards this ambitious financial goal, we plan to grow a re-occurring revenue component to our business as we look to convert our DAAP and MNT customers to a subscription-based model for the data component of our offerings. We believe this will improve our EBITDA margins over time while substantially enhancing the overall predictability of our revenue streams. We also believe this will enhance our ability to scale our business and more thoughtfully plan for profitable growth.

While we believe we are executing the right strategy to drive shareholder value, the Company Board of Directors (the “Board”) and management team understand the need to regularly review our strategy, assess it against a variety of opportunities that may create greater value, and ensure that the strategy we are executing is fully aligned with the best interests of our shareholders.

Industry Background

Life sciences organizations face a challenging commercial landscape. The life sciences industry is characterized by rapidly advancing science and technologies, intense competition, and a strong emphasis on differentiated products.

As a result, life sciences organizations have increasingly turned to technology solutions to support their commercial strategies. According to eMarketer, total pharmaceutical industry digital spend in the United States is now over $20 billion.

We believe significant opportunity exists to address the unmet needs of life sciences organizations as they relate to digital solutions, including omnichannel access to HCPs, for our customers’ biggest commercial challenges. These complex challenges include brand visibility to HCPs, which is impacted by a competitive drug environment with sales representatives losing time in front of prescribers, augmented by the amount of time the HCPs have to spend in front of computers and in the EHR. Further, EHRs do not often communicate with one another, creating interoperability issues resulting in HCPs not having all relevant patient information. In addition, expensive specialty medications are becoming more common and involve more complex diagnosis criteria - factors that contribute to substantial script abandonment by patients. Our solutions are designed to address these and other commercial challenges faced by our customers.

Principal Solutions

We offer clear, actionable solutions to the challenges faced by our customers, and our combined HCP and DTC marketing strategies are designed to ensure our customers’ brands are positioned at the right moment and with the right message, always prioritizing the end result: successful brand engagement to reach both HCPs and patients, ultimately resulting in improved patient care.

Our principal solutions can be summarized as follows:

Audience Development: DAAP and MNT

•Dynamic Audience Activation Platform generates dynamic audiences with predictive analytics via machine learning methods. DAAP identifies which potentially qualified patients and which HCPs to actively engage based on the patient’s care journey and disease progression. These dynamic audiences provide our manufacturing customers with more relevant and timely targets, generating a higher likelihood of impact.

•Micro-Neighborhood® Targeting creates consumer audiences using a patented privacy-first process. MNT looks for all patients expressing brand eligibility signals (covering more than 90% of the U.S. population), then scores over 35 million 9-digit zip codes based on the concentration of those signals to create a prioritized, yet de-identified audience. Geographies are automatically refreshed and prioritized regularly to maximize marketing relevance and precision. Our clients may then activate these audiences through a myriad of downstream DTC publishers, including, but not limited to programmatic Demand-Side Platforms (“DSPs”), connected television (“CTV”)/over-the-top (“OTT”), social media, addressable television (“ATV”), out-of-home (“OOH”), and programmatic audio (podcasts, apps, radio).

Audience Profiling: Profiler

•Our audience profiling solution, Profiler, provides insights into our customers' target consumers, identifying the most cost effective and engaging channels, partners, and strategies for our customers. Audience profiling enables clients to maximize marketing dollars, focusing on channels their targets are most likely to be consuming, and more specifically focusing on the media partners within those channels. This is critical to upfront planning as well as periodic analysis to ensure efficient use of marketing budgets.

Audience Activation and Media Execution

•Our primary media offering is banner messaging delivered to HCPs. Banner messages include brand messaging, therapeutic support messaging, affordability messaging, limited distribution drug information, and patient support program messaging. We can deliver these in a number of ways via our HCP point of care (“POC”) network (EHR systems and eRx platforms), programmatic social media, and programmatic display.

•With the acquisition of Medicx, our omnichannel solutions expanded further to offering media execution solutions to consumer audiences. To reach consumer audiences - brand eligible patients - we deliver messages via our consumer omnichannel network including through display programmatic CTV/OTT, programmatic social media, ATV, digital OOH, programmatic audio (podcasts, apps, radio), and email/direct mail.

Pharmacy Alerts

•Pharmacy Alerts improves the existing workflow for prescribing HCPs by informing them in real time about which pharmacies are able to dispense a patient’s prescription. Currently, HCPs typically see a list of pharmacies near their patients, sorted by proximity, without regard to whether each pharmacy carries the medication or is permitted to fill it (in case of a limited distribution drug). Pharmacy Alerts flags pharmacies that have the medication in stock and are able to fill the prescriptions, resulting in less frustration and added work for prescribing physicians, pharmacies and patients and less waiting time to get essential medications to the patients.

Financial Messaging

•Financial Messaging provides prescribers visibility to branded copay offers for patients directly within their EHR systems and eRx platforms. It allows prescribers to print or digitally send copay offer details to the dispensing pharmacy. Our solution addresses the fact that many healthcare systems and prescribers are looking for an easier, more effective way to increase affordable access to their prescribed branded medications.

Sales and Marketing

Our go-to-market strategy for the business aligns sales and marketing efforts while keeping customer engagement at the core. Engaging customers early, providing value throughout their journey, and nurturing long-term relationships drive sustainable growth and retention. Our sales, marketing and account management teams include over 50 individuals focused on awareness, adoption and expansion of data and technology solutions designed to address the digital engagement needs of life sciences brands and their agency partners.

DAAP, our patent pending patient-centric omnichannel engagement platform combines AI and human intelligence (“HI”), to determine the optimal time to engage patients and physicians. We synchronize HCP and DTC marketing across the programmatic and point-of-care channels to increase brand conversions, streamline therapy starts, and build stronger brand relationships. Our commercial team works to cultivate customer relationships. We use a number of methods to market and promote our solutions, including digital advertising, industry events, trade shows, conferences, media coverage, social media, and email.

Technology

Our proprietary technology platform enables us to curate privacy safe DTC audiences, dynamic HCP and DTC audiences, and effectively manage digital media campaigns for our advertiser clients (agencies, and manufacturer/brands) across our broad publisher partner network. Our platform consists of a unified data intelligence technology stack, multiple cloud-based data warehouses, and in-house applications and application programming interface layers. Collectively, this platform enables us with a collaborative environment for data engineering, data science, and machine learning, an efficient method to curate privacy safe DTC audiences, and a scalable means to manage both point-of-care media campaigns and the supply-side inventory request volume. For the management of point-of-care media campaigns, the platform integrates advanced features of a Supply-Side Platform (“SSP”), allowing us to provide seamless access to an expansive range of point-of-care inventory via our strategic partnerships. As an SSP, our platform enables us to manage and optimize our point-of-care network’s ad inventory, maximizing their revenue. On the demand side, our platform empowers our account and program managers to efficiently manage our customers’ campaign(s). Our technology is built on a scalable and secure architecture that supports high-performance data processing, real-time decisioning, and integration with publisher partners.

To support our growth and provide maximum security, scalability, and flexibility, all our systems, including from acquisitions, are now hosted and integrated in the cloud. Our technology development and systems management core team is in the U.S. and in Croatia, with contractors in India, Ukraine, the U.S., and Croatia, to provide bench depth, rich skills experience, and business economies. The teams are organized into Centers of Excellence focused on Product Development, Quality Assurance, Information Security, Data Warehousing, Business Intelligence, Platform Services, and Internal Systems Support. System enhancements are routinely a part of our annual plan to ensure high performance, high security, scalability, automation, and ease of maintenance. The enhancements we made in 2025 included system and framework upgrades, documentation of processes and procedures, security implementation for ongoing cybersecurity, Sarbanes-Oxley, Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and customer security assessments, and in achieving both System and Organization Controls (“SOC”) 2 Type 1 and Type 2 certifications.

Major Customers

Because the pharmaceutical industry is dominated by large companies with multiple brands, our revenue is concentrated in a relatively small number of customers. Although we have over 100 pharmaceutical manufacturers as customers, during the year ended December 31, 2025, our top five customers accounted for approximately 47% of our revenues. In 2025 and 2024, we had three customers and two customers, respectively, that represented over 10% of our revenues.

Competition

The competitive landscape within life sciences digital marketing is constantly evolving. Our solutions face competition from numerous other companies.

We compete broadly in the dynamic and ever-evolving pharmaceutical and life sciences digital marketing industry with healthcare data suppliers, health-focused demand-side platforms, and health-focused walled garden websites and web platforms, and advertising networks that aggregate traffic from multiple web sites or point-of-care platforms such as telehealth, EHR, eRx, physician practice management, health information exchanges (“HIE”), and site-based platforms within large health systems. Our competitors include large well-known companies with established names, solid market niches, and wide arrays of product offerings and marketing networks, many of which have greater financial, technical, product development, marketing and other resources than we do.

As innovators in the industry, we have patented and patent-pending technologies that provide unique differentiation, including a patient-centric focus on brand conversion, and value generation for our customers. Our extensive point-of-care network provides our customers with unparalleled reach to relevant prescribers. We are uniquely able to use DAAP to produce targeted, privacy-safe audiences for both consumers and their treating HCPs, allowing brand engagement to occur within the likely care window to find brand-eligible patients at the right time for brand adoption. DAAP leverages the investment in data and AI technologies, combined with human intelligence, in applying brand-specific strategies to optimize program performance. Our patented MNT technology provides a unique opportunity for pharmaceutical brands to market to consumers while adhering to HIPAA and state level privacy requirements.

For more information on risks relating to our competition, see