8-K: OptimizeRx switches auditors to Grant Thornton

OptimizeRx dismissed UHY and appointed Grant Thornton as its independent auditor, reporting no disagreements and reiterating a previously disclosed internal control material weakness.

Summary

• On March 24, 2026, the Audit Committee approved, and on March 25, 2026 executed, the dismissal of UHY LLP as independent registered public accounting firm; UHY’s reports for FY2025 and FY2024 were unqualified and contained no adverse opinions or disclaimers.
• OptimizeRx engaged Grant Thornton LLP as its new independent registered public accounting firm effective March 26, 2026, for the fiscal year ending December 31, 2026.
• No disagreements with UHY occurred on accounting principles, financial statement disclosure, or audit scope/procedures during FY2024, FY2025, or through March 25, 2026.
• No reportable events occurred except a previously disclosed material weakness in internal control over financial reporting related to ensuring completeness and accuracy of data received from third-party service organizations.
• The material weakness did not result in any restatement of financial statements and did not give rise to any disagreement with UHY.
• UHY was provided a copy of the 8-K and issued a letter dated March 30, 2026, stating agreement with the company’s Item 4.01(a) statements.
• Neither OptimizeRx nor its representatives consulted Grant Thornton on accounting or auditing matters prior to the appointment through March 26, 2026.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as neutral: clean prior audit opinions and no disagreements are positives, offset by the ongoing internal control material weakness and standard transition risk.

Positives

• Clean audit opinions: UHY’s reports for FY2025 and FY2024 were not adverse, disclaimed, or qualified.
• No disagreements with the outgoing auditor on accounting, disclosure, or audit procedures.
• No restatements despite the identified internal control material weakness.
• Seamless continuity: Grant Thornton appointed effective immediately for the FY2026 audit.

Negatives

• Ongoing material weakness in internal control over financial reporting related to third-party service organization data completeness and accuracy.
• Auditor transition requires onboarding a new firm, which can add administrative complexity in the near term.

Risks

• A previously disclosed material weakness in internal control over financial reporting related to ensuring data received from third-party service organizations are complete and accurate.

Future Outlook

Grant Thornton will serve as the independent auditor for the fiscal year ending December 31, 2026; the company has authorized open communication between UHY and Grant Thornton regarding the previously disclosed material weakness. No financial guidance was provided.

Management Comments

• The Audit Committee approved the dismissal of UHY and the engagement of Grant Thornton for the FY2026 audit.
• There were no disagreements with UHY on accounting principles, disclosure, or audit procedures through March 25, 2026.
• A previously disclosed material weakness in ICFR related to third-party data completeness and accuracy did not lead to any restatements and did not cause disagreements.
• UHY has been authorized to respond fully to inquiries from Grant Thornton regarding the material weakness.

Industry Context

StockSavvy.ai notes that auditor transitions to a top-10 global firm like Grant Thornton are common among mid-cap technology and digital health companies seeking enhanced audit resources and scalability. The persistence of an ICFR material weakness tied to third-party data is a known issue in data-driven health IT models; clear communication between outgoing and incoming auditors can facilitate remediation and reduce reporting risk.

Comparison to Industry Standards

• Engaging a top-10 audit firm (Grant Thornton) aligns with mid-cap tech/health IT norms where companies often use Big Four or top-tier national firms; this is consistent with governance best practices.
• No disagreements and no restatements during an auditor transition meet standard market expectations for orderly handovers.
• Disclosure of a material weakness without restatement is not uncommon in data-reliant SaaS and health IT firms; investors typically expect a clear remediation path and transparent auditor communication, both of which are supported by the authorized information-sharing with the successor auditor.

Corporate Governance

Stakeholder Impact

• Shareholders: Neutral to slightly positive given no disagreements or restatements; continued attention warranted on ICFR remediation.
• Employees/Finance team: Near-term workload likely increases due to auditor transition and coordination on control matters.
• Customers/Suppliers: Minimal direct impact; financial reporting reliability focus continues.
• Creditors: Stable credit view supported by absence of restatements and clean prior audit opinions.

Next Steps

• Grant Thornton to commence the FY2026 audit.
• UHY to respond to Grant Thornton’s inquiries related to the identified material weakness.
• Company to continue addressing the internal control weakness related to third-party data (as discussed with auditors).

Key Dates

Recommendation

The auditor change appears orderly with no disagreements or restatements, which is neutral. The ongoing ICFR material weakness remains a concern until remediated. Absent new financial metrics or guidance, a hold stance is appropriate pending further updates on control remediation and FY2026 audit progress.

Keywords

auditor change, Grant Thornton LLP, UHY LLP, OptimizeRx, OPRX, independent registered public accounting firm, material weakness, ICFR, third-party service organizations, Form 8-K, Audit Committee, SEC compliance