OptimizeRx Announces CFO Transition and Q2 Results

What happened

OptimizeRx Corporation (NASDAQ: OPRX), a Waltham, Massachusetts-based company that provides digital health technology solutions connecting pharmaceutical manufacturers, providers, and patients, announced its second-quarter 2026 financial results and a finance leadership succession plan in an 8-K filing on August 12, 2026.

The company reported that CFO and Strategy Officer Edward Stelmakh will step down effective December 31, 2026. Andrew D'Silva, currently Chief Business Officer, will become CFO on January 1, 2027, and Heather Favazza, currently SVP, Corporate Controller, will become Chief Accounting Officer on the same date.

Stelmakh signed a Separation Agreement and Advisory Agreement under which he will receive 12 months of his $450,000 base salary, a $247,500 lump-sum bonus, and 12 months of COBRA premium reimbursement. In exchange, he will provide advisory services through December 31, 2027, and his previously granted equity will continue to vest during that period.

The filing also included the company's second-quarter earnings press release as an exhibit, furnished under Item 2.02. The stock closed at $8.72 on August 12, down 0.7% from the prior close of $8.78.

The filings

The 8-K was filed on August 12, 2026, covering events dated August 7 and August 12. It includes three items: Item 2.02 (results of operations), Item 5.02 (departure and appointment of officers), and Item 7.01 (Regulation FD disclosure).

The earnings press release and a separate press release announcing the leadership changes are attached as exhibits 99.1 and 99.2. The separation agreement and new employment agreements are attached as exhibits 10.1, 10.2, and 10.3.

The filing states that the information under Item 2.02 and the related exhibit are 'furnished' rather than 'filed' with the SEC, which is standard for earnings releases and means they are not subject to Section 18 liability.

What this means

An 8-K is a 'current report' that public companies must file with the SEC to announce major events that shareholders should know about, such as earnings releases, executive changes, or other material developments. This 8-K combines those announcements into one filing.

A CFO change is a significant corporate event because the CFO is the principal financial officer responsible for financial reporting and strategy. The succession plan here is orderly: Stelmakh is stepping down at the end of the year, and the new officers start the next day, allowing a transition period.

The term 'furnished' (rather than 'filed') in Item 2.02 is a legal distinction. It means the earnings press release is provided for information but is not incorporated into the company's official SEC filings, which limits liability for any statements in it.

The separation agreement is a common arrangement for departing executives: in exchange for severance benefits and continued vesting, the executive agrees to provide advisory services, non-compete and non-solicit restrictions, and a release of claims against the company.

The stock price barely moved on the announcement, closing at $8.72, down 0.7%. That suggests the market took the news in stride, though the filing does not explain the price change, and other factors may have been at play.