Business Context and Reporting Period
Company: OptimizeRx Corporation (OPRX)
Filing Type: Form 8-K (Current Report)
Date of Report: August 7, 2026
Reporting Period: The filing primarily addresses corporate governance and executive leadership changes effective December 31, 2026, and January 1, 2027. It references a press release dated August 12, 2026, regarding financial results for the second quarter ended June 30, 2026.
Key Financial Metrics
This Form 8-K does not contain specific financial performance data (revenue, profit, cash flow, margins, debt, or liquidity) for the Company. Item 2.02 references a press release (Exhibit 99.1) containing Q2 2026 results, but the text of the filing itself does not disclose these figures.
Compensation and Severance Metrics Disclosed:
- Edward Stelmakh (Outgoing CFO):
- Continuation of base salary: $450,000 per annum for 12 months.
- One-time lump sum bonus: $247,500.
- COBRA premium reimbursement for 12 months.
- Andrew D'Silva (Incoming CFO):
- Annual base salary: $375,000.
- Target annual bonus: 50% of base salary.
- Severance (if terminated without cause): 1x base salary + target bonus + 12 months COBRA.
- Heather Favazza (Incoming CAO):
- Annual base salary: $325,000.
- Target annual bonus: 40% of base salary.
- Severance (if terminated without cause): 1x base salary + target bonus + 12 months COBRA.
Material Changes
The filing details a significant restructuring of the Company's finance leadership:
- Departure: Edward Stelmakh will step down as Chief Financial & Strategy Officer effective December 31, 2026.
- Succession:
- Andrew D'Silva (currently Chief Business Officer) will become Chief Financial Officer effective January 1, 2027.
- Heather Favazza (currently SVP, Corporate Controller) will become Chief Accounting Officer effective January 1, 2027.
- Advisory Role: Mr. Stelmakh will provide advisory services for 12 months post-departure (through December 31, 2027) in exchange for continued equity vesting.
Guidance, Outlook, and Risks
Management Commentary: The Board approved a finance leadership succession plan to ensure continuity. Mr. D'Silva brings experience in financial strategy and investor relations, while Ms. Favazza brings extensive accounting and internal control expertise.
Risks and Contingencies:
- Change in Control: Mr. Stelmakh's separation agreement includes provisions for change in control benefits if a transaction is consummated during his advisory term.
- Non-Compete: Mr. Stelmakh is subject to a 12-month non-compete and non-solicitation agreement.
- Revocation Period: Mr. Stelmakh has seven days to revoke his acceptance of the separation agreement.
Unusual Items: The filing notes that the financial results referenced in Item 2.02 are furnished and not deemed "filed" for purposes of Section 18 of the Exchange Act.
Investor Verification Checklist
- Review Exhibit 99.1 (Press Release dated August 12, 2026) for actual Q2 2026 revenue, profit, and cash flow figures, as they are not included in this text.
- Verify the Stelmakh Separation and Advisory Agreement (Exhibit 10.1) for full terms regarding the advisory period and change in control triggers.
- Confirm the Amended & Restated Employment Offers for Mr. D'Silva (Exhibit 10.2) and Ms. Favazza (Exhibit 10.3) for specific equity grant details and performance metrics.
- Monitor the transition period between December 31, 2026, and January 1, 2027, for any interim financial reporting impacts.