OptimizeRx (NASDAQ: OPRX) switches auditors from UHY LLP to Grant Thornton

Rhea-AI Filing Summary

OptimizeRx Corporation changed its independent auditor, dismissing UHY LLP after Audit Committee approval and appointing Grant Thornton LLP for the fiscal year ending December 31, 2026. UHY’s audit reports for 2025 and 2024 were clean, with no adverse opinions or scope or principle qualifications.

The company previously disclosed a material weakness in internal control over financial reporting related to data from third-party service organizations. This weakness did not cause any restatement or disagreements with UHY, and UHY is authorized to cooperate fully with Grant Thornton on this matter.

Insights

Accounting & Governance Analyst

OptimizeRx changes auditors while addressing a prior control weakness.

OptimizeRx replaced UHY LLP with Grant Thornton LLP as independent auditor for the year ending December 31, 2026. UHY’s prior reports on 2024 and 2025 financials were unqualified, which indicates completed audits without adverse opinions or scope limitations.

The company has an identified material weakness in internal control over financial reporting tied to completeness and accuracy of third‑party data. The weakness did not require restatements and did not create disagreements with UHY. Coordination between UHY and Grant Thornton may support continuity as the company works to remediate this weakness.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Auditor dismissal date: March 25, 2026 New auditor engagement date: March 26, 2026 Fiscal years audited by UHY: 2024 and 2025 +1 more

4 metrics

Auditor dismissal date March 25, 2026 Date UHY LLP was dismissed as independent auditor

New auditor engagement date March 26, 2026 Date Grant Thornton LLP was engaged as auditor

Fiscal years audited by UHY 2024 and 2025 Periods with unqualified audit reports from UHY LLP

Exhibit 16.1 date March 30, 2026 Date of UHY LLP letter filed as Exhibit 16.1

Key Terms

independent registered public accounting firm, material weakness in internal control over financial reporting, disagreements, reportable events, +1 more

5 terms

independent registered public accounting firm financial

"UHY as the Company’s independent registered public accounting firm, effective immediately."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

material weakness in internal control over financial reporting financial

"the Company identified a material weakness in internal control over financial reporting related to controls"

disagreements financial

"there were (1) no “disagreements”, as such term is described in Item 304(a)(1)(iv)"

reportable events financial

"and (2) no “reportable events”, as such term is defined in Item 304(a)(1)(v)"

Audit Committee financial

"the Audit Committee of the Board of Directors of OptimizeRx Corporation"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Understanding 8-K Material Events →

0001448431False00014484312026-03-242026-03-24

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 24, 2026

OptimizeRx Corporation

(Exact name of registrant as specified in charter)

Nevada

001-38543

26-1265381

(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):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 Par Value

OPRX

The 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 4.01 Changes in Registrant’s Certifying Accountant.

(a) Dismissal of Independent Registered Public Accounting Firm

On March 24, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors of OptimizeRx Corporation (the “Company”) approved the dismissal of, and on March 25, 2026 subsequently dismissed, UHY LLP (“UHY”) as the Company’s independent registered public accounting firm, effective immediately.

The audit reports of UHY on the Company’s consolidated financial statements for the fiscal years ended December 31, 2025 and 2024 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through March 25, 2026, there were (1) no “disagreements”, as such term is described in Item 304(a)(1)(iv) of Regulation S-K promulgated under the Exchange Act, with UHY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to UHY’s satisfaction, would have caused UHY to make reference to the subject matter of the disagreement in connection with its reports, and (2) no “reportable events”, as such term is defined in Item 304(a)(1)(v) of Regulation S-K, except as previously disclosed in the Company’s Annual Report on Form 10-K for the years ended December 31, 2025 and 2024, where the Company identified a material weakness in internal control over financial reporting related to controls ensuring data received from third-party service organizations were complete and accurate. The Company and the Audit Committee have discussed the material weakness with UHY and have authorized UHY to respond fully to inquiries of the successor independent registered public accounting firm concerning such material weakness. Such material weakness did not result in any restatement of the Company’s financial statements and did not give rise to any disagreement between the Company and UHY.

In accordance with Item 304(a)(3) of Regulation S-K, the Company provided UHY with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (the “SEC”) and requested that UHY furnish it with a letter addressed to the SEC stating whether it agrees with the above statements in this Item 4.01(a). A copy of UHY’s letter, dated March 30, 2026, is attached as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Appointment of New Independent Registered Public Accounting Firm

On March 26, 2026, the Company and the Audit Committee engaged Grant Thornton LLP (“Grant Thornton”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, effective immediately.

During the fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through March 26, 2026, the date of the appointment of Grant Thornton, neither the Company nor any person on its behalf has consulted with Grant Thornton with respect to either (i) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Grant Thornton concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement”, as described in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event” as defined in Items 304(a)(1)(iv) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number						Description
16.1						Letter from UHY LLP addressed to the Securities and Exchange Commissions, dated March 30, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			OPTIMIZERX CORPORATION
Date: March 30, 2026			By:			/s/ Edward Stelmakh
						Name:			Edward Stelmakh
						Title:			Chief Financial & Strategy Officer

2

FAQ

What did OptimizeRx (OPRX) announce in this Form 8-K?

OptimizeRx announced it dismissed UHY LLP as its independent registered public accounting firm and engaged Grant Thornton LLP for the fiscal year ending December 31, 2026. UHY’s prior audit reports for 2024 and 2025 contained no adverse opinions or scope qualifications.

Why was UHY LLP dismissed as OptimizeRx (OPRX) auditor?

The Audit Committee approved and then executed the dismissal of UHY LLP as auditor, effective immediately on March 25, 2026. The disclosure does not cite any disagreements or reportable events with UHY, indicating the change is not attributed to a specific disclosed dispute.

Who is the new independent auditor for OptimizeRx (OPRX)?

OptimizeRx engaged Grant Thornton LLP as its new independent registered public accounting firm on March 26, 2026 for the fiscal year ending December 31, 2026. The company states it had not previously consulted Grant Thornton on accounting principles, audit opinions, or reportable events before this appointment.

Did OptimizeRx (OPRX) have disagreements with UHY over its financial reporting?

OptimizeRx reports no disagreements with UHY during 2024, 2025, or through March 25, 2026 on accounting principles, financial statement disclosure, or audit procedures. It also notes no reportable events beyond a previously disclosed material weakness in internal control over financial reporting related to third‑party data.

What internal control issue did OptimizeRx (OPRX) disclose with this auditor change?

OptimizeRx references an existing material weakness in internal control over financial reporting involving controls to ensure data from third‑party service organizations is complete and accurate. The weakness did not cause any restatement, and UHY is authorized to cooperate fully with Grant Thornton regarding this matter.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-16.1 EX-16.1 3.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB