Business Context and Reporting Period
This Form 8-K Current Report is filed by OptimizeRx Corporation (OPRX) on March 24, 2026. The filing addresses a change in the Company's independent registered public accounting firm. The Company is incorporated in Nevada and trades on The Nasdaq Capital Market.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance regarding the external auditor.
Material Changes
- Dismissal of Auditor: On March 24, 2026, the Audit Committee approved the dismissal of UHY LLP, effective March 25, 2026.
- Appointment of New Auditor: On March 26, 2026, the Company engaged Grant Thornton LLP as the new independent registered public accounting firm for the fiscal year ending December 31, 2026.
- Audit History: UHY LLP's audit reports for fiscal years 2024 and 2025 did not contain adverse opinions, disclaimers, or qualifications.
- Disagreements: There were no disagreements with UHY LLP regarding accounting principles, practices, or audit scope.
Outlook, Risks, and Contingencies
Material Weakness Disclosure: The Company disclosed a previously identified material weakness in internal control over financial reporting related to controls ensuring data received from third-party service organizations were complete and accurate. This weakness was disclosed in the Annual Reports on Form 10-K for 2024 and 2025. The Company states this weakness did not result in any restatement of financial statements and did not cause a disagreement with the former auditor.
Consultation with New Auditor: The Company confirmed no consultations occurred with Grant Thornton LLP regarding accounting principles or reportable events prior to their appointment.
Investor Verification Checklist
- Verify the status of the material weakness in internal controls over financial reporting regarding third-party data accuracy.
- Confirm the transition timeline between UHY LLP and Grant Thornton LLP to ensure no gap in audit coverage.
- Review the attached letter from UHY LLP (Exhibit 16.1) to confirm their agreement with the Company's statements regarding the dismissal.
- Monitor future filings for the first audit opinion issued by Grant Thornton LLP.