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Get filing alertsOptimizeRx refinances debt, cuts guidance on revenue decline and market headwinds
Filed May 12, 2026 · Period ending May 12, 2026 · ~1 min read
Key Changes
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high
Q1 2026 revenue fell 10% YoY to $19.8M; full-year guidance lowered to $95-100M from prior expectations, citing most favored nations pricing disruption and measured customer spending.
Exhibit 99.1 view on EDGAR → -
high
Refinanced $25M term loan with Fifth Third Bank, cutting interest rate by 625 bps and saving ~$1.5M annually; new facility includes $10M undrawn revolver and matures May 2031.
Item 1.01 verify on EDGAR → -
high
Must maintain quarterly financial covenants: minimum 1.20x fixed charge coverage ratio and maximum 2.75x total net leverage ratio; breach could trigger default.
Item 1.01 verify on EDGAR → -
medium
Launched post-Q1 cost-cutting initiatives targeting $3M annualized savings ($1M in 2026); non-GAAP net income improved to $2.7M ($0.14/share) from $1.5M ($0.08/share) YoY.
Exhibit 99.1 view on EDGAR → -
medium
Terminated October 2023 credit agreement with Blue Torch Finance using new term loan proceeds; also opening EHR network to demand-side platforms for programmatic ad campaigns.
Item 1.02 verify on EDGAR →
Summary
OptimizeRx refinanced its debt and cut full-year revenue guidance as it navigates near-term market headwinds. The company replaced its October 2023 Blue Torch facility with a $35 million Fifth Third Bank package—a $25 million term loan (fully drawn) and $10 million revolver—reducing its interest rate by 625 basis points and saving roughly $1.5 million annually.
The new facility matures in May 2031 with modest quarterly amortization ($312,500) and requires the company to maintain a 1.20x fixed charge coverage ratio and stay below 2.75x net leverage each quarter. The refinancing comes as Q1 revenue declined 10% year-over-year to $19.8 million, prompting management to lower 2026 revenue guidance to $95–100 million.
The company cited disruption from most favored nations pricing dynamics and cautious customer spending. Profitability improved despite the revenue miss: non-GAAP net income rose to $2.7 million and adjusted EBITDA more than doubled to $3.3 million. Post-quarter, OptimizeRx launched cost-cutting initiatives targeting $3 million in annualized savings and announced it will open its EHR network to demand-side platforms, aiming to unlock a new programmatic revenue channel. Investors should monitor quarterly covenant compliance and whether the DSP expansion offsets the revenue shortfall.
Section-by-Section Diff
Event · Item 1.02 — Termination of a Material Definitive Agreement
OptimizeRx terminated its existing credit agreement and entered into a new credit facility.
Added in current filing · verify on EDGAR →
The information included in Item 1.01 above of this Current Report on Form 8-K with respect to the termination of the Existing Credit Agreement is incorporated into this Item 1.02 of this Current Report on Form 8-K.
The company terminated its existing credit agreement. The filing references Item 1.01 for details but that section is not included in the provided text, so the specific terms, lender identity, outstanding balance, and reason for termination cannot be determined from this excerpt.
Event · Item 1.01 — Entry into a Material Definitive Agreement
OptimizeRx entered a $35M credit facility with Fifth Third Bank, refinancing prior debt and enabling stock repurchases.
Added in current filing · verify on EDGAR →
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 line subfacility (with an initial swing line maximum amount of $0), and (ii) a $25.0 million term loan facility (the “Term Loan”), which was funded in a single advance on the Closing Date.
OptimizeRx secured $35 million in new credit facilities from Fifth Third Bank: a $10 million revolving line and a $25 million term loan. The term loan was fully drawn at closing. The company also has access to an additional $25 million accordion feature for future expansion, subject to maintaining a total net leverage ratio of 2.25x or lower.
Added in current filing · verify on EDGAR →
The proceeds of the facilities were or will be used (a) to refinance the Company’s existing obligations under the financing agreement, dated as of October 11, 2023, with Blue Torch Finance, LLC, as administrative and collateral agent (the “Existing Term Loan”), (b) to pay related fees, costs and expenses, (c) to repurchase the Company’s common stock to the extent permitted under the Credit Agreement, and (d) for working capital, capital expenditures and other general corporate purposes. 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.
The company used the new term loan to fully repay its October 2023 debt facility with Blue Torch Finance. Remaining proceeds are earmarked for transaction costs, permitted stock repurchases, and general corporate purposes. This refinancing likely improves terms or flexibility compared to the prior lender.
Added in current filing · verify on EDGAR →
Loans under the Credit Agreement bear interest, at the Borrower’s election, at a rate per annum equal to either the Base Rate or Term SOFR (the “Tranche Rate”), in each case plus an applicable margin determined by reference to a pricing grid based on the Company’s total net leverage ratio, ranging from 0.75% to 1.50% for Base Rate loans and from 1.75% to 2.50% for Term SOFR loans. The Company is also required to pay (i) an unused line fee of 0.25% per annum on the undrawn portion of the Revolving Facility, (ii) a letter of credit fronting fee of 0.125% per annum, and (iii) a closing fee of $87,500, which was fully paid on the Closing Date.
Interest rates are variable, tied to either Base Rate or Term SOFR plus a margin of 1.75% to 2.50% (for SOFR loans), depending on the company's leverage ratio. The company pays a 0.25% annual fee on unused revolving capacity and paid an $87,500 closing fee. These are standard commercial-loan pricing terms.
Added in current filing · verify on EDGAR →
The Revolving Facility and the Term Loan mature on the earliest of (a) May 7, 2031, (b) the date of acceleration of the obligations following an event of default, and (c) the date of prepayment in full and termination of the commitments. The Term Loan amortizes in quarterly principal installments of $312,500, with the remaining outstanding principal balance due at maturity.
Both facilities mature in May 2031, giving the company a five-year runway. The term loan requires quarterly principal payments of $312,500 (totaling $1.25 million annually), with the bulk due at maturity. This amortization schedule is modest relative to the $25 million principal.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
Revenue in the first quarter of 2026 decreased 10% to $19.8 million when compared to $21.9 million in the same year ago period. •GAAP net loss in the first quarter of 2026 narrowed to $(0.5) million, or $(0.03) per share, compared to net loss of $(2.2) million, or $(0.12) per share, in the same period of 2025. •Non-GAAP net income in the first quarter of 2026 increased to $2.7 million, or $0.14 per diluted share, compared to Non-GAAP net income of $1.5 million, or $0.08 per diluted share, in the same period of 2025. ... •Adjusted EBITDA for the first quarter of 2026 increased to $3.3 million compared to $1.5 million in the same year ago period.
OptimizeRx reported Q1 2026 revenue of $19.8 million, down 10% year-over-year from $21.9 million. The GAAP net loss narrowed to $0.5 million ($0.03 per share) from $2.2 million ($0.12 per share) in Q1 2025. Non-GAAP net income improved to $2.7 million ($0.14 per diluted share) from $1.5 million ($0.08 per diluted share), and adjusted EBITDA more than doubled to $3.3 million from $1.5 million.
Added in current filing · view on EDGAR →
The Company is updating its fiscal year 2026 guidance, and now expects revenue of $95 million to $100 million and adjusted EBITDA of $21 million to $25 million.
OptimizeRx lowered its full-year 2026 revenue guidance to $95-$100 million while maintaining adjusted EBITDA guidance at $21-$25 million. Management cited short-to-intermediate term disruption from most favored nations pricing dynamics and macroeconomic factors leading to more measured customer spending.
Added in current filing · view on EDGAR →
Subsequent to the end of the quarter, the Company refinanced its debt through Fifth Third Bank which lowers the interest rate by 625 basis points, an annual interest expense savings of approximately $1.5 million, through a $25 million term loan and an undrawn $10 million revolver.
After quarter-end, OptimizeRx refinanced its debt with Fifth Third Bank, obtaining a $25 million term loan and $10 million undrawn revolver. The refinancing reduces the interest rate by 625 basis points, generating approximately $1.5 million in annual interest expense savings. The company also paid down $2.7 million in principal during Q1, ending the quarter with $23.6 million in debt.
Added in current filing · view on EDGAR →
As recently announced, we are also expanding our platform capabilities by opening our proprietary electronic health record network to demand-side platforms (DSPs), enabling media buyers to activate scalable, point of care campaigns within their clinical programmatic workflow. Providing programmatic access to DSPs will position us to significantly increase inventory utilization and unlock a new, high-growth revenue channel over time.
OptimizeRx announced it is opening its proprietary electronic health record network to demand-side platforms, allowing media buyers to run point-of-care campaigns through programmatic workflows. Management expects this to increase inventory utilization and create a new high-growth revenue channel over time.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify