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Get filing alertsRed Flags Detected
- Auditor Change (new) — Company dismissed UHY LLP and appointed Grant Thornton LLP as replacement auditor within two days.
- Material Weakness (new) — Company disclosed ongoing material weakness in controls over third-party data accuracy, previously reported in prior years.
OptimizeRx dismisses auditor UHY LLP, appoints Grant Thornton amid material weakness
Filed March 30, 2026 · Period ending March 24, 2026 · ~1 min read
Key Changes
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high
Company dismissed UHY LLP as auditor on March 25, 2026 and immediately appointed Grant Thornton LLP for fiscal 2026. No disagreements with prior auditor on accounting principles or procedures.
Item 4.01 verify on EDGAR → -
high
Disclosed material weakness in internal controls over third-party data accuracy and completeness. This weakness was previously reported in 2024 and 2025 10-Ks and did not require financial restatements.
Item 4.01 verify on EDGAR → -
medium
UHY's audit reports for 2024 and 2025 were clean with no adverse opinions, disclaimers, or qualifications. Auditor change appears procedural rather than contentious.
Item 4.01 verify on EDGAR → -
medium
UHY LLP submitted a letter directly to the SEC dated March 30, 2026, standard practice when auditors are dismissed or resign to confirm agreement with company's disclosure.
Exhibit 16.1 verify on EDGAR →
Summary
OptimizeRx switched auditors on March 25, 2026, dismissing UHY LLP and immediately hiring Grant Thornton LLP for the current fiscal year. The company emphasized there were no disagreements with UHY on accounting or auditing matters, and UHY's prior audit reports were clean.
However, the filing disclosed a material weakness in internal controls related to verifying accuracy of data from third-party service providers—an issue previously flagged in 2024 and 2025 annual reports that has not yet been resolved. For retail investors, auditor changes merit attention even when described as amicable.
The persistent material weakness is concerning because it suggests the company struggles to validate critical third-party data, though no restatements have been required to date. Watch for management's remediation plan in the next 10-Q and whether Grant Thornton identifies additional control deficiencies during their first audit cycle. The quick turnaround from dismissal to new appointment suggests this was a planned transition rather than an emergency response.
Section-by-Section Diff
Event · Item 4.01 — Changes in Registrant's Certifying Accountant
Item 4.01 — Changes in Registrant's Certifying Accountant filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
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.
OptimizeRx dismissed UHY LLP as its independent auditor effective March 25, 2026. The dismissal was approved by the Audit Committee. The filing states there were no disagreements with UHY on accounting principles or auditing matters.
Added in current filing · verify on EDGAR →
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.
Grant Thornton LLP was appointed as the new independent auditor for fiscal year 2026, effective March 26, 2026. The company had not previously consulted with Grant Thornton on accounting or auditing matters prior to the appointment.
Added in current filing · verify on EDGAR →
the Company identified a material weakness in internal control over financial reporting related to controls ensuring data received from third-party service organizations were complete and accurate.
The company disclosed a material weakness in internal controls specifically related to ensuring completeness and accuracy of data received from third-party service organizations. This weakness was previously disclosed in the 2025 and 2024 Form 10-K filings and did not result in any financial statement restatement.
Added in current filing · verify on EDGAR →
The audit reports of UHY on the Company’s consolidated financial statements for the fiscal years ended December 31, 2025 and 2024 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
UHY's audit reports for fiscal years 2025 and 2024 were unqualified with no adverse opinions or disclaimers. There were no disagreements with UHY on accounting principles or auditing procedures during the engagement period.
Event · Item 9.01 — Financial Statements and Exhibits
OptimizeRx filed a letter from former auditor UHY LLP to the SEC, typically indicating an auditor change or disagreement.
Added in current filing · verify on EDGAR →
Letter from UHY LLP addressed to the Securities and Exchange Commissions, dated March 30, 2026
The company filed a letter from UHY LLP addressed to the SEC dated March 30, 2026. Such letters are typically filed as Exhibit 16.1 when there is an auditor change, dismissal, or resignation, and the auditor wishes to communicate directly with the SEC regarding any disagreements or reportable events. The actual content of the letter is not included in this 8-K body, but its filing suggests a material auditor-related event occurred on or around March 24, 2026.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 8, 2026 · How we verify