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): November 14, 2023

 

VERADIGM INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware		001-35547		36-4392754
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
222 Merchandise Mart
Chicago, Illinois				60654
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 800 334-8534

 

(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:

 

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

 

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

 

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

 

☐	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, par value $0.01 per share		MDRX		Nasdaq Global Select 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  ☐

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.  ☐

 

 

 

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed in the Current Reports on Form 8-K filed on March 22, 2023, May 19, 2023 and August 18, 2023 by Veradigm Inc., a Delaware corporation (the “Company”), the Company received notices (the “Prior Notices”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of the Company’s delay in filing its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 (the “Q1 Form 10-Q”) and June 30, 2023 (the “Q2 Form 10-Q”), the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all periodic reports with the Securities and Exchange Commission (the “SEC”).

On November 14, 2023, the Company received an additional notice (the “Additional Notice”) from Nasdaq stating that, because the Company has not filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (together with the Q1 Form 10-Q and the Q2 Form 10-Q, the “Form 10-Qs”), and because the Company remains delinquent in filing the Form 10-K and each of the Q1 Form 10-Q and Q2 Form 10-Q, the Company remains noncompliant with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rules”).

As previously disclosed, the Company did not regain compliance within the expiration of the 180-day extension that was previously granted by Nasdaq, and as a result, on September 20, 2023, the Company received notice (the “Delisting Notice”) from Nasdaq that the Company’s shares would be delisted. On September 27, 2023, the Company appealed Nasdaq’s determination in accordance with the procedures set forth in the Nasdaq Listing Rules and requested a hearing (the “Hearing Request”) before a Nasdaq Hearings Panel (the “Panel”). The Hearing Request temporarily stayed any suspension of trading through October 12, 2023, and requested that the temporary stay be extended until the Panel issues a final decision on the matter. On October 6, 2023, the Company received notice from Nasdaq that the temporary stay of delisting had been extended pending a hearing before the Panel on November 16, 2023, and the issuance of a final Panel decision. A hearing before the Panel was conducted on November 16, 2023, but a final Panel decision has not yet been rendered. The Company plans to file its Form 10-K and the Form 10-Qs as soon as practicable; however, no assurance can be given as to the definitive date on which such periodic reports will be filed or the final decision of the Panel regarding a delisting of the Company’s common stock.

As with the Prior Notices, the Additional Notice has no immediate effect on the listing of the Company’s common stock on the Nasdaq Global Select Market.

On November 17, 2023, the Company issued a press release regarding its receipt of the Additional Notice. A copy of the press release is attached hereto as Exhibit 99.1.

Disclosure Regarding Forward-Looking Information

This Current Report on Form 8-K and the exhibit attached hereto contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the Company’s beliefs and expectations relating to the filing of the Form 10-K and Form 10-Qs. These forward-looking statements are based on the current beliefs and expectations of the Company’s management with respect to future events, only speak as of the date that they are made and are subject to significant risks and uncertainties. Such statements can be identified by the use of words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “continue,” “can,” “may,” “look forward,” “aim,” “hopes,” and similar terms, although not all forward-looking statements contain such words or expressions. Actual results could differ significantly from those set forth in the forward-looking statements.

Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, a further material delay in the Company’s financial reporting, including as a result of an inability to timely prepare restated financial statements, unanticipated factors or factors that the Company currently believes will not cause delay, the impacts of the previously disclosed internal investigation by the Audit Committee of the Company’s Board of Directors, including on the Company’s remediation efforts and preparation of financial statements or other factors that could cause additional delay or adjustments, the possibility that the ongoing review may identify additional errors and material weaknesses or other deficiencies in the Company’s

accounting practices, the likelihood that the control deficiencies identified or that may be identified in the future will result in additional material weaknesses in the Company’s internal control over financial reporting, the possibility that the Company is unable to regain compliance with, or thereafter continue to comply with, the Listing Rules, or experience violations of additional Listing Rules, the possibility that the Panel may reach a final decision to delist the Company’s securities and other factors contained in the “Risk Factors” section and elsewhere in the Company’s filings with the SEC from time to time, including, but not limited to, its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. The Company does not undertake to update any forward-looking statements to reflect changed assumptions, the impact of circumstances or events that may arise after the date of the forward-looking statements, or other changes over time, except as required by law.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number		Exhibit Description
99.1		Press release issued by Veradigm Inc. on November 17, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

 

						VERADIGM INC.
Date: November 17, 2023				By:		/s/ Eric Jacobson
						Eric Jacobson Senior Vice President, Deputy General Counsel and Corporate Secretary