OptimizeRx Corp 8-K

What Happened

• On May 7, 2026 OptimizeRx Corporation entered into a Credit Agreement with Fifth Third Bank (Agent, L/C Issuer, Swing Line Lender and Sole Lead Arranger/Bookrunner) providing $35.0 million of senior secured financing and, on May 12, 2026, the company issued a press release with its financial results for the quarter ended March 31, 2026.
• The financing refinanced the company’s existing term loan with Blue Torch Finance, LLC and included a $25.0 million term loan (funded in a single advance) and a $10.0 million revolving credit facility (including a $250,000 letter of credit subfacility and a swing line subfacility).

Key Details

• Total facility: $35.0M (Term Loan $25.0M funded; Revolver $10.0M). Term maturity: earliest of May 7, 2031, acceleration, or prepayment/termination.
• Amortization: Term Loan principal installments of $312,500 quarterly; remaining principal due at maturity.
• Pricing/fees: Borrower-choice of Base Rate or Term SOFR plus a margin (Base Rate margin 0.75%–1.50%; Term SOFR margin 1.75%–2.50%); unused line fee 0.25% p.a.; LOC fronting fee 0.125% p.a.; $87,500 closing fee paid. Interest rate can increase by 2.00% on certain defaults.
• Security and covenants: Obligations guaranteed by operating subsidiaries (with customary exclusions) and secured by first-priority liens on substantially all personal property and pledges of equity (subject to tax-limiting carve-outs). Quarterly financial covenants include a minimum fixed charge coverage ratio of 1.20x and maximum total net leverage ratio of 2.75x.
• Additional features: Uncommitted accordion to add up to $25.0M of commitments (subject to conditions, including pro forma leverage ≤2.25x and a limit of three increases). Proceeds may also be used for permitted share repurchases, working capital, capex and general corporate purposes.

Why It Matters

• This refinancing provides OptimizeRx with committed liquidity ($35M total capacity) and replaces its prior Blue Torch loan, potentially improving financial flexibility and setting covenant and repayment terms investors should watch.
• Key metrics to monitor going forward include the company’s compliance with the quarterly covenants (fixed charge coverage and net leverage), the pace of term loan amortization, usage of the revolving facility, and any future draws under the accordion or share repurchases permitted by the agreement.
• The company also publicly released its Q1 2026 results (press release furnished as Exhibit 99.1), which investors should review alongside the new debt terms to assess near-term cash needs and leverage trends.