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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 12, 2025
OptimizeRx Corporation
(Exact name of registrant as specified in charter)
Nevada 001-38543 26-1265381
(State or other jurisdiction
of incorporation)
(Commission File Number) (IRS Employer
Identification No.)
260 Charles Street, Suite 302
Waltham, MA 02453
(Address of principal executive offices)

Registrant’s telephone number, including area code: 248.651.6568
                           Not Applicable                               
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 Par Value OPRX
The Nasdaq Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o On May 12, 2025, OptimizeRx Corporation issued a press release announcing its financial results for the first quarter ended March 31, 2025.



Item 2.02 Results of Operations and Financial Condition.
A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 2.02 and Exhibit 99.1 attached hereto are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number
Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
1


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: May 12, 2025
By: /s/ Edward Stelmakh
Name: Edward Stelmakh
Title: Chief Financial Officer and
Chief Operations Officer
2
EX-99.1 2 oprxq12025earningsrelease.htm EX-99.1 Document

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OptimizeRx Reports First Quarter 2025 Financial Results and Updates Fiscal Year 2025 Guidance
-Q1 revenue of $21.9 million, increasing 11% year-over-year
-Q1 gross profit increased 9% year-over-year to $13.3 million
-Increases full year 2025 guidance to a revenue range between $101 million and $106 million and adjusted EBITDA range between $13 million and $15 million
WALTHAM, Mass. – May 12, 2025 – OptimizeRx Corp. (the “Company”) (Nasdaq: OPRX), a leading provider of healthcare technology solutions helping life sciences companies reach and engage healthcare professionals (HCPs) and patients, today reported results for the three months ended March 31, 2025. Quarterly comparisons are to the same year-ago period.

Financial Highlights
•Revenue in the first quarter of 2025 increased 11% to $21.9 million, as compared to $19.7 million in the same year ago period
•Gross profit in the first quarter of 2025 increased 9% year-over-year to $13.3 million, from $12.2 million during the first quarter of 2024
•GAAP net loss totaled $(2.2) million or $(0.12) per basic and diluted share in the first quarter of 2025, as compared to $(6.9) million or $(0.38) per basic and diluted share during the first quarter of 2024
•Non-GAAP net income in the first quarter totaled $1.5 million or $0.08 per diluted share, as compared to Non-GAAP net loss of $(2.0) million or $(0.11) per diluted share during the first quarter of 2024 (see *Non-GAAP Measures below)
•Adjusted EBITDA for the first quarter of 2025 increased to $1.5 million compared to $(0.3) million in the same year ago period (see *Non-GAAP Measures below)
•Cash, cash equivalents and short-term investments totaled $16.6 million as of March 31, 2025, as compared to $13.4 million as of December 31, 2024

Stephen L. Silvestro, OptimizeRx CEO commented, “I’m encouraged by our year-to-date performance, which has exceeded both consensus estimates and our internal expectations. The momentum we saw at the end of 2024 has carried into 2025, with year-to-date contracted revenue up more than 20% compared to the same period last year—positioning us well for a strong second half of the year. I believe this performance clearly reflects the results of our focus on operational excellence, our commitment to delighting customers, and our efforts to deepen relationships with valued business partners, all of which are driving meaningful shareholder value.
“At the same time, we’ve already converted over 5% of our expected 2025 sales into subscription-based revenue streams. I believe this transition, combined with our improving operating leverage, puts us on a strong path toward achieving Rule of 40 performance in the coming years.

“Given our strong performance and positive outlook, I’m pleased to announce that we are raising our full-year guidance. We now expect the revenue range to be between $101 million and $106 million, and adjusted EBITDA to be between $13 million and $15 million.”









Rolling Twelve Months Ended March 31,
Key Performance Indicators (KPIs)** 2025 2024
(in thousands, except percentages)
Average revenue per top 20 pharmaceutical manufacturer $ 2,960  $ 2,592 
Percent of total revenue attributable to top 20 pharmaceutical manufacturers 63  % 66  %
Net revenue retention 114  % 116  %
Revenue per average full-time employee $ 710  $ 641 

2025 Financial Outlook
The Company is increasing its 2025 guidance and expects revenue to be between $101 million and $106 million with Adjusted EBITDA to be between $13 million and $15 million.
Conference Call
Date:    Monday, May 12, 2025
Time:    4:30 p.m. Eastern Time (1:30 p.m. Pacific Time)
Toll Free:    1-844-825-9789
International:    1-412-317-5180
Conference ID:    10198829
Call Me:    https://callme.viavid.com/?$Y2FsbG1lPXRydWUmcGFzc2NvZGU9JmluZm89Y29tcGFueSZyPXRydWUmYj0xNg==
Webcast:     https://viavid.webcasts.com/starthere.jsp?ei=1708545&tp_key=86684771bf
Call Me Passcode: 8199416
Webcast Replay: The archived webcast will be on the investor relations section of the OptimizeRx website

Individual Meeting Invitation

In an effort to increase relations with institutional investors, OptimizeRx management has dedicated time to hosting individual meetings with portfolio managers and analysts. If you are interested in scheduling a meeting with OptimizeRx management, please contact: adsilva@optimizerx.com or shalper@lifesciadvisors.com.
*Non-GAAP Measures
In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), this earnings release also contains non-GAAP financial measures. The reasons why we believe these measures provide useful information to investors and, for historical periods, a reconciliation of these measures to the most directly comparable GAAP measures are included in the supplemental tables that follow.
Although the Company provides guidance for Adjusted EBITDA, a non-GAAP financial measure, it is not able to provide guidance to the most directly comparable GAAP measure. Reconciliations for forward-looking figures would require unreasonable effort at this time because of the uncertainty and variability of the nature and amount of certain components of various necessary GAAP components, including, for example, those related to compensation, acquisition expenses, other income, amortization or others that may arise during the year, and the Company’s management believes such reconciliations would imply a degree of precision that would be confusing or misleading to investors. For the same reasons, the Company is unable to address the probable significance of the unavailable information.




**Definition of Key Performance Indicators
Top 20 pharmaceutical manufacturers: We have updated the definition of “top 20 pharmaceutical manufacturers” in our key performance indicators to be based upon Fierce Pharma’s most updated list of “The top 20 pharma companies by 2024 revenue”. We previously used “The top 20 pharma companies by 2023 revenue”. As a result of this change, prior periods have been restated for comparative purposes.
Net revenue retention: Net revenue retention is a comparison of revenue generated from all clients in the previous period to total revenue generated from the same clients in the following year (i.e., excludes new client relationships for the most recent year).
Revenue per average full-time employee: We define revenue per average full-time employee (FTE) as total revenue over the last 12 months (LTM) divided by the average number of employees over the LTM, which is calculated by taking our total number of FTEs at the end of the prior year period by our total FTE headcount at the end of the most recent period.
About OptimizeRx
OptimizeRx is a leading healthcare technology company that’s redefining how life science brands connect with patients and healthcare providers. Our platform combines innovative AI-driven tools like the Dynamic Audience Activation Platform (DAAP) and Micro-Neighborhood Targeting (MNT) to deliver timely, relevant, and hyper-local engagement. By bridging the gap between HCP and DTC strategies, we empower brands to create synchronized marketing solutions that drive faster treatment decisions and improved patient outcomes.
Our commitment to privacy-safe, patient-centric technology ensures that every interaction is designed to make a meaningful impact, delivering life-changing therapies to the right patients at the right time. Headquartered in Waltham, Massachusetts, OptimizeRx partners with some of the world’s leading pharmaceutical and life sciences companies to transform the healthcare landscape and create a healthier future for all.
For more information, follow the Company on Twitter, LinkedIn or visit www.optimizerx.com. 
Important Cautions Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipates”, “believes”, “estimates”, “expects”, “forecasts”, “intends”, “plans”, “projects”, “targets”, “designed”, “could”, “may”, “should”, “will” or other similar words and expressions are intended to identify these forward-looking statements. All statements that reflect the Company’s expectations, assumptions, projections, beliefs or opinions about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, statements relating to the Company’s future performance, expected revenues, expected Adjusted EBITDA, plans to grow shareholder value creation, plans to continue the Company’s growth and transformation, plans to position the Company to become a “Rule of 40” company, plans for forging stronger relationships with valued business partners, and other statements relating to future performance, plans, and expectations. These forward-looking statements are based on the Company’s current expectations and involve assumptions regarding the Company’s business, the economy, and other future conditions that may never materialize or may prove to be incorrect. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted, or quantified. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties including, but not limited to, the effect of government regulation, seasonal trends, dependence on a concentrated group of customers, cybersecurity incidents that could disrupt operations, the ability to keep pace with growing and evolving technology, the ability to maintain contracts with electronic prescription platforms and electronic health records networks, competition, and other factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, its subsequent Quarterly Reports on Form 10-Q, and in other filings the Company has made and may make with the Securities and Exchange Commission in the future.




One should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may be required by law.

OptimizeRx Contact
Andy D’Silva, SVP Corporate Finance
adsilva@optimizerx.com

Investor Relations Contact
Steven Halper
LifeSci Advisors, LLC
shalper@lifesciadvisors.com






OPTIMIZERX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
March 31,
2025
December 31,
2024
ASSETS (unaudited)
Current assets
Cash and cash equivalents $ 16,573  $ 13,380 
Accounts receivable, net of allowance for credit losses of $335 at March 31, 2025 and December 31, 2024
32,720  38,212 
Taxes receivable 113  — 
Prepaid expenses and other 2,305  2,379 
Total current assets 51,711  53,971 
Property and equipment, net 150  150 
Other assets
Goodwill 70,869  70,869 
Patent rights, net 5,349  5,517 
Technology assets, net 7,931  8,180 
Tradename and customer relationships, net 31,226  31,819 
Operating lease right of use assets 303  366 
Security deposits and other assets 229  296 
Total other assets 115,907  117,047 
TOTAL ASSETS $ 167,768  $ 171,168 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current portion of long-term debt $ 3,300  $ 2,000 
Accounts payable 3,381  2,156 
Accrued expenses 9,277  8,486 
Revenue share payable 1,743  5,053 
Taxes payable —  318 
Current portion of lease liabilities 139  168 
Deferred revenue 511  473 
Total current liabilities 18,351  18,654 
Non-current liabilities
Long-term debt, net 29,190  30,816 
Lease liabilities, net of current portion 171  209 
Deferred tax liabilities, net 3,786  4,491 
Total liabilities 51,498  54,170 
Stockholders’ equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding at March 31, 2025 or December 31, 2024
—  — 
Common stock, $0.001 par value, 166,666,667 shares authorized, 20,234,186 and 20,194,697 shares issued at March 31, 2025 and December 31, 2024, respectively
20  20 
Treasury stock, $0.001 par value, (1,741,397) shares held at March 31, 2025 and December 31, 2024
(2) (2)
Additional paid-in-capital 202,819  201,348 
Accumulated deficit (86,567) (84,368)
Total stockholders’ equity 116,270  116,998 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 167,768  $ 171,168 




OPTIMIZERX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data, unaudited)

For the Three Months Ended
March 31,
2025 2024
Net revenue $ 21,928  $ 19,690 
Cost of revenues, exclusive of depreciation and amortization presented separately below 8,584  7,486 
Gross profit 13,344  12,204 
Operating expenses
General and administrative expenses 14,364  16,166 
Depreciation and amortization 1,094  1,067 
Total operating expenses 15,458  17,233 
Loss from operations (2,114) (5,029)
Other income (expense)
Interest expense (1,297) (1,546)
Other income 39  — 
Interest income 88  20 
Total other expense, net (1,170) (1,526)
Loss before provision for income taxes (3,284) (6,555)
Income tax benefit (expense) 1,085  (344)
Net loss $ (2,199) $ (6,899)
Weighted average number of shares outstanding – basic 18,470,808  18,170,108 
Weighted average number of shares outstanding – diluted 18,470,808  18,170,108 
Loss per share – basic $ (0.12) $ (0.38)
Loss per share – diluted $ (0.12) $ (0.38)





















OPTIMIZERX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)

For the Three Months Ended
March 31,
2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (2,199) $ (6,899)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 1,094  1,067 
Stock-based compensation 1,558  3,024 
Bad debt reserve —  132 
Amortization of debt issuance costs 174  182 
Changes in:
Accounts receivable 5,492  6,373 
Prepaid expenses and other assets 74  800 
Accounts payable 1,225  (562)
Revenue share payable (3,310) (2,692)
Accrued expenses and other liabilities 854  (362)
Taxes receivable and payable (431) 323 
Deferred tax liabilities (705) — 
Deferred revenue 38  732 
NET CASH PROVIDED BY OPERATING ACTIVITIES 3,864  2,118 
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of property and equipment (27) (32)
Capitalized software development costs (57) (121)
NET CASH USED IN INVESTING ACTIVITIES
(84) (153)
CASH FLOWS USED IN FINANCING ACTIVITIES:
Cash paid for employee withholding taxes related to the vesting of restricted stock units (87) (140)
Repayment of long-term debt (500) (500)
NET CASH USED IN FINANCING ACTIVITIES
(587) (640)
NET INCREASE IN CASH AND CASH EQUIVALENTS 3,193  1,325 
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 13,380  13,852 
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 16,573  $ 15,177 
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ 1,121  $ 1,350 
Cash paid for income taxes $ —  $ 21 











OPTIMIZERX CORPORATION
RECONCILIATION of GAAP to NON-GAAP FINANCIAL MEASURES
(in thousands, except share and per share data, unaudited)
This earnings release includes certain financial measures not derived in accordance with generally accepted accounting principles (GAAP). These non-GAAP financial measures are measures of performance not defined by accounting principles generally accepted in the United States and should be considered in addition to, not in lieu of, GAAP reported measures. Additionally, these non-GAAP measures may not be comparable to similarly titled measures reported by other companies. However, management believes that presenting certain non-GAAP financial measures provides additional information to facilitate comparison of the Company's historical operating results and trends in its underlying operating results and provides transparency on how the Company evaluates its business. Management uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the Company's performance. Management believes that financial information excluding certain items that are not considered to reflect the Company’s ongoing operating results, such as those listed below, improves the comparability of year-to-year results. Consequently, management believes that investors may be able to better understand the Company’s operating results excluding these items. Non-GAAP financial measures may reflect adjustments for items such as asset impairment charges, amortization, stock-based compensation, acquisition expenses, severance, shareholder activist related fees, CEO search fees, other income, as well as other items that management believes are not related to the Company’s ongoing performance.

Three Months Ended March 31,
2025 2024
Net loss $ (2,199) $ (6,899)
Depreciation and amortization 1,094 1,067
Stock-based compensation 1,558 3,024
Severance expenses 275 419
Shareholder activist related fees 451
CEO search fees 225
Other income (39)
Amortization of debt issuance costs 174 182
Acquisition expenses
243
Non-GAAP net income (loss) $ 1,539 $ (1,964)
Non-GAAP net income (loss) per share
Diluted $ 0.08 $ (0.11)
Weighted average shares outstanding:
Diluted 18,579,012 18,170,108





Three Months Ended March 31,
2025 2024
Net loss $ (2,199) $ (6,899)
Depreciation and amortization 1,094 1,067
Income tax (benefit) expense (1,085) 344
Stock-based compensation 1,558 3,024
Severance expenses 275 419
Acquisition expenses 243
Shareholder activist related fees 451
CEO search fees 225
Other income (39)
Interest expense, net 1,209 1,526
Adjusted EBITDA $ 1,489 $ (276)