AI Earnings Predictions for OptimizeRx Corporation (OPRX)

EX-99.2

6 ex992leadershipappointment.htm

EX-99.2

Document

OptimizeRx Announces Finance Leadership Appointments to Support the Next Phase of Growth

The Company Names Andy D’Silva as the next Chief Financial Officer and Heather Favazza as Chief Accounting Officer effective January 1, 2027.

Planned Transition Reflects Strong Succession Planning and Deep Leadership Bench

WALTHAM, MA. – August 12, 2026 – OptimizeRx Corp. (the “Company”) (Nasdaq: OPRX), a leading healthcare technology company enabling life sciences organizations to deliver smarter, more personalized engagement across the healthcare ecosystem, today announced a finance leadership transition that reflects the Company’s disciplined succession planning, deep leadership bench, and confidence in its long-term strategy.

The Company’s Board of Directors has appointed Andy D’Silva to succeed Ed Stelmakh as Chief Financial Officer, effective January 1, 2027. The Board has also appointed Heather Favazza as Chief Accounting Officer, effective January 1, 2027.

To enable a seamless leadership changeover, Stelmakh will continue serving as Chief Financial & Strategy Officer through December 31, 2026. During this period, he will work closely with D’Silva and Favazza to ensure an orderly transfer of responsibilities and continuity of execution. Stelmakh will stay on as a Strategic Advisor through the end of 2027 to ensure a smooth transition.

Over the past five years, Stelmakh helped transform OptimizeRx’s financial foundation and position the Company for its next phase of growth. Under his leadership, the Company significantly expanded gross and operating margins, strengthened operating discipline, refinanced its debt to materially improve its cost of capital, completed the acquisition and successful integration of Medicx, streamlined the portfolio through the divestiture of non-core assets, and built a high-performing finance and strategy organization capable of supporting the Company’s long-term strategic objectives.

Stelmakh also established a culture of disciplined capital allocation, operational excellence, and financial rigor that continues to strengthen OptimizeRx’s ability to create sustainable shareholder value. Equally important, he prioritized the development of outstanding leaders and built a finance organization with the depth, capabilities, and succession readiness to support the Company’s continued growth.

“Ed has been an exceptional partner to me, our Board, and our executive leadership team,” Silvestro said. “His guidance has strengthened our financial foundation, sharpened our strategic execution, and helped build an outstanding finance organization. Perhaps his most enduring contribution is the talented team he has developed, which gives us confidence in this leadership change.”

“Andy has most recently served as Chief Business Officer and has worked closely with the executive leadership team and the Board on the Company’s financial strategy, capital allocation, investor relations, corporate development, and long-range planning,” said Silvestro. “His work has been vital to the strong financial foundation we have established, which makes him well-positioned to step into this new role.”

“Heather has been the Company’s Corporate Controller for the past eight years and has consistently demonstrated strong leadership, technical expertise, and an unwavering commitment to excellence,” Silvestro added. “She has been instrumental in strengthening accounting operations, financial reporting, internal controls, compliance, and the Company’s finance infrastructure and is well prepared to serve as our Chief Accounting Officer.”

Today’s announcement reflects years of thoughtful succession planning by the Company and depth of talent across our finance organization. The Company’s financial and growth strategy remains unchanged. OptimizeRx is well-positioned to capitalize on the significant opportunities ahead and to create long-term value for our shareholders.

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 artificial intelligence (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 healthcare professionals (HCP) and direct-to-consumer (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 cr

SEC.gov | Request Rate Threshold Exceeded

U.S. Securities and Exchange Commission

You’ve Exceeded the SEC’s Traffic Limit

Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes.

Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains available to all users, we reserve the right to block IP addresses that submit excessive requests.

The block will be lifted automatically by waiting 10 minutes. Continuing to exceed the SEC’s maximum allowable request rate during the time-out period will extend the duration of the time-out period. To ensure fair access for all users, please reduce the rate of your requests and visit SEC.gov again after the 10 minute time-out period has passed.

For best practices on efficiently downloading information from SEC.gov, including the latest EDGAR filings, visit sec.gov/developer. You can also sign up for email updates on the SEC open data program, including best practices that make it more efficient to download data, and SEC.gov enhancements that may impact scripted downloading processes. For more information, contact opendata@sec.gov.

For more information, please see the SEC’s Web Site Privacy and Security Policy. Thank you for your interest in the U.S. Securities and Exchange Commission.

Reference ID: 0.ce06d217.1784464114.b5b8ebb2

More Information

Internet Security Policy

By using this site, you are agreeing to security monitoring and auditing. For security purposes, and to ensure that the public service remains available to users, this government computer system employs programs to monitor network traffic to identify unauthorized attempts to upload or change information or to otherwise cause damage, including attempts to deny service to users.

Unauthorized attempts to upload information and/or change information on any portion of this site are strictly prohibited and are subject to prosecution under the Computer Fraud and Abuse Act of 1986 and the National Information Infrastructure Protection Act of 1996 (see Title 18 U.S.C. §§ 1001 and 1030).

To ensure our website performs well for all users, the SEC monitors the frequency of requests for SEC.gov content to ensure automated searches do not impact the ability of others to access SEC.gov content. We reserve the right to block IP addresses that submit excessive requests. Current guidelines limit users to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests.

If a user or application submits more than 10 requests per second, further requests from the IP address(es) may be limited for a brief period. Once the rate of requests has dropped below the threshold for 10 minutes, the user may resume accessing content on SEC.gov. This SEC practice is designed to limit excessive automated searches on SEC.gov and is not intended or expected to impact individuals browsing the SEC.gov website.

Note that this policy may change as the SEC manages SEC.gov to ensure that the website performs efficiently and remains available to all users.

Note: We do not offer technical support for developing or debugging scripted downloading processes.

oprx-202603050001448431False00014484312026-03-052026-03-05

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): March 5, 2026 OptimizeRx Corporation (Exact name of registrant as specified in charter)

Nevada001-3854326-1265381 (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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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 classTrading Symbol(s) Name of each exchange on which registered Common Stock, $0.001 Par ValueOPRXThe 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

Item 1.01 Entry into a Material Definitive Agreement. On March 2, 2026, OptimizeRx Corporation (the “Company”) entered into Amendment No. 4 to the Financing Agreement (the “Amendment No. 4”). The purpose of Amendment No. 4 was to: (i) extend the maturity date of the financing agreement by two years to October 11, 2029, (ii) permit the Company to repurchase shares of its common stock in one or more transactions prior to March 15, 2027, in an aggregate amount not to exceed $10 million, and (iii) extend the period during which a 1% applicable premium applies under the financing agreement through October 11, 2027.

Item 2.02 Results of Operations and Financial Condition. On March 5, 2026, the Company issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2025, providing key performance indicators, updated 2026 guidance and announcing a new $10 million share repurchase program. 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 8.01 Other Events. On March 5, 2026, the Company announced that its Board of Directors authorized the repurchase of up to $10 million of the Company’s outstanding common stock. Under this new program, share repurchases may be made from time to time depending on market conditions, share price, share availability, and other factors at the Company’s discretion. This share repurchase authorization is effective March 12, 2026, and expires on the earlier of March 15, 2027, or when the repurchase of $10 million of shares has been reached. The Company’s repurchase of shares will take place in open market transactions or privately negotiated transactions in accordance with applicable securities and other laws, including the Securities Exchange Act of 1934. The Company intends to finance the purchase using its available cash and cash equivalents. The Board of Directors may modify, suspend, extend or terminate the repurchase program at any time. This Current Report on Form 8-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including forward-looking statements regarding the share repurchase program. These statements are neither promises or guarantees and involve risks and uncertainties that could cause actual results to differ materially from those stated or implied by the forward-looking