Business Context and Reporting Period
OptimizeRx Corporation (OPRX), a Nevada corporation, filed this Form 8-K on May 12, 2026. The filing primarily reports the entry into a new material definitive credit agreement on May 7, 2026, and references the issuance of a press release regarding financial results for the first quarter ended March 31, 2026.
Key Financial Metrics and Capital Structure
The filing details a new senior secured credit facility with an aggregate principal amount of $35.0 million, consisting of:
- Revolving Facility: $10.0 million, including a $250,000 letter of credit subfacility.
- Term Loan: $25.0 million, funded in a single advance on the closing date.
Debt Terms and Costs:
- Maturity: May 7, 2031.
- Amortization: Quarterly principal installments of $312,500 on the Term Loan.
- Interest Rates: Base Rate or Term SOFR plus a margin ranging from 0.75% to 1.50% (Base Rate) or 1.75% to 2.50% (Term SOFR), based on leverage ratios.
- Fees: Unused line fee of 0.25% per annum; letter of credit fronting fee of 0.125% per annum; closing fee of $87,500 (paid in full).
- Security: First-priority security interest in substantially all personal property and a pledge of subsidiary equity interests.
Financial Results: The filing references a press release for Q1 2026 results but does not contain specific revenue, profit, cash flow, or margin figures within the text of this 8-K.
Material Changes Versus Prior Period
The Company terminated and repaid in full all obligations under its existing term loan with Blue Torch Finance, LLC (dated October 11, 2023) using proceeds from the new Term Loan. This represents a refinancing of existing debt obligations.
Guidance, Outlook, Covenants, and Risks
Use of Proceeds: Refinancing existing debt, paying fees, repurchasing common stock (to the extent permitted), working capital, capital expenditures, and general corporate purposes.
Covenants: The agreement includes affirmative and negative covenants, including:
- Minimum Fixed Charge Coverage Ratio: 1.20 to 1.00 (tested quarterly).
- Maximum Total Net Leverage Ratio: 2.75 to 1.00 (tested quarterly).
- Acquisition Limits: Pro forma leverage not to exceed 2.50 to 1.00; consideration not exceeding $5.0 million per acquisition.
- Incremental Capacity: Uncommitted accordion feature of up to $25.0 million, subject to a pro forma leverage ratio of no greater than 2.25 to 1.00.
Risks and Events of Default: Includes non-payment, covenant breaches, cross-defaults (threshold $1.5 million), bankruptcy, material judgments, and change of control. Upon default, interest rates may increase by 2.00% per annum, and obligations may be accelerated.
Investor Verification Checklist
- Verify the specific Q1 2026 revenue and earnings figures in the referenced press release (Exhibit 99.1), as they are not detailed in this filing.
- Confirm the Company's current pro forma leverage ratio to ensure compliance with the 2.75 to 1.00 maximum covenant.
- Review the full Credit Agreement (Exhibit 10.1) for detailed definitions of "Total Net Leverage Ratio" and "Fixed Charge Coverage Ratio."
- Assess the impact of the new debt service obligations ($312,500 quarterly amortization plus interest) on future cash flow.
- Monitor any stock repurchase activity permitted under the new agreement.