UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 20, 2025, the board of directors (the “Board”) of Veradigm Inc. (the “Company”) approved, and on August 20, 2025, the Company and Broadridge Corporate Issuer Solutions, LLC, as rights agent (the “Rights Agent”), entered into, that certain Amendment No. 5 to Stockholder Rights Agreement (“Amendment No. 5”), which amends the Stockholder Rights Agreement, dated as of February 26, 2024 (the “Rights Agreement”), by and between the Company and the Rights Agent, as amended by that certain Amendment No. 1 to Stockholder Rights Agreement, dated as of May 10, 2024 (“Amendment No. 1”), that certain Amendment No. 2 to Stockholder Rights Agreement, dated as of February 13, 2025 (“Amendment No. 2”), that certain Amendment No. 3 to Stockholder Rights Agreement, dated as of February 20, 2025 (“Amendment No. 3”), and that certain Amendment No. 4 to Stockholder Rights Agreement, dated as of March 18, 2025 (“Amendment No. 4”).
The Rights Agreement was originally entered into on February 26, 2024 and was scheduled to expire at the Close of Business (as defined in the Rights Agreement) on February 26, 2025. On May 10, 2024, the Company and the Rights Agent entered into Amendment No. 1, which amended and restated clause (iv) of the definition of “Beneficial Owner” under the Rights Agreement. On February 13, 2025, the Company and the Rights Agent entered into Amendment No. 2, which amended and restated the definition of “Passive Investor” under the Rights Agreement. On February 20, 2025, the Company and the Rights Agent entered into Amendment No. 3, which extended the Final Expiration Time (as defined in the Rights Agreement) to the Close of Business on August 20, 2025 and changed the Exercise Price (as defined in the Rights Agreement) for each one one-thousandth of a share of Series A Junior Participating Preferred Stock from $50.00 to $32.00 (and made other conforming changes to the Rights Agreement). On March 18, 2025, the Company and the Rights Agent entered into Amendment No. 4, which amended and restated the definitions of “Distribution Time” and “Exempt Person” under the Rights Agreement (and made other related changes to the Rights Agreement). On August 20, 2025, the Company and the Rights Agent entered into Amendment No. 5, which extended the Final Expiration Time (as defined in the Rights Agreement) to the Close of Business on February 20, 2026, deleted the definition of “Passive Investor” and amended and restated the definition of “Specified Percentage” under the Rights Agreement to increase from 10% to 20% the triggering threshold applicable to persons who are not eligible passive investors.
The foregoing description of the Rights Agreement, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5 does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, which is filed as Exhibit 4.1 to the Company’s Form 8-A filed on February 27, 2024, Amendment No. 1, which is filed as Exhibit 4.2 to the Company’s Form 8-K filed on May 10, 2024, Amendment No. 2, which is filed as Exhibit 4.3 to the Company’s Form 8-K filed on February 20, 2025, Amendment No. 3, which is filed as Exhibit 4.4 the Company’s Form 8-K filed on February 20, 2025, Amendment No. 4, which is filed as Exhibit 4.5 the Company’s Form 8-K filed on March 18, 2025, and Amendment No. 5, which is filed as Exhibit 4.6 to this Form 8-K, each of which is incorporated herein by reference.
| Item 3.03. | Material Modification to Rights of Security Holders. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
| Item 7.01 | Regulation FD Disclosure |
On August 20, 2025, the Company issued a press release announcing the amendment of the Rights Agreement. A copy of that press release is furnished as Exhibit 99.1 to this Current Report and incorporated herein by reference. The information furnished pursuant to this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
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: August 20, 2025 | ||||||
| By: | /s/ Eric Jacobson | |||||
| Name: | Eric Jacobson | |||||
| Title: | Senior Vice President, Deputy General Counsel and Corporate Secretary | |||||
Exhibit 4.6
AMENDMENT NO. 5 TO STOCKHOLDER RIGHTS AGREEMENT
This Amendment No. 5 to Stockholder Rights Agreement (this “Amendment”) is made and entered into as of August 20, 2025, by and between Veradigm Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, LLC, a Pennsylvania limited liability company, as rights agent (the “Rights Agent”), and amends that certain Stockholder Rights Agreement, dated as of February 26, 2024 (as amended as of May 10, 2024, as of February 13, 2025, as of February 20, 2025 and as of March 18, 2025, the “Rights Agreement”), by and between the Company and the Rights Agent. All capitalized terms used but not defined herein shall have the meanings given to such terms in the Rights Agreement.
WHEREAS, the Board has determined it is in the best interests of the Company and its stockholders to amend the Rights Agreement as set forth herein;
WHEREAS, subject to certain limited exceptions, Section 27 of the Rights Agreement provides that the Company may, in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, amend any provision of the Rights Agreement in any respect without the approval of any holders of the Rights;
WHEREAS, this Amendment is permitted by Section 27 of the Rights Agreement; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company hereby directs that the Rights Agreement shall be amended as set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Rights Agent hereby agree as follows:
Section 1. Amendments to Section 1. The definition of “Passive Investor” shall be deleted from Section 1 of the Rights Agreement, and the definition of “Specified Percentage” set forth in Section 1 of the Rights Agreement is hereby amended and restated in its entirety as follows:
“Specified Percentage” shall mean 20% (twenty percent) when referring to the Beneficial Ownership of any Person.
Section 2. Amendments to Section 7. Section 7 of the Rights Agreement is hereby amended as follows:
(a) Clause (a)(i) shall be removed and replaced with the following:
(i) the Close of Business on February 20, 2026 (the “Final Expiration Time”),
Section 3. Amendment to Exhibit B. Exhibit B to the Rights Agreement is hereby amended as follows:
(a) The reference to “AUGUST 20, 2025” on page B-1 shall be removed and replaced with “FEBRUARY 20, 2026.”
(b) The first two sentences on page B-2 shall be removed and replaced with the following:
This certifies that __________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of February 26, 2024 (as amended as of May 10, 2024, as of February 13, 2025, as of February 20, 2025, as of March 18, 2025 and August 20, 2025 and as further amended from time to time in accordance with its terms, the “Rights Agreement”), by and between Veradigm Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, LLC, the rights agent (and any successor rights agent, the “Rights Agent”), to purchase from the Company at any time prior to 5:00 P.M. (New York City time) on February 20, 2026 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, non-assessable share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the “Preferred Stock”), of the Company, at an exercise price of $32.00 per one one-thousandth of a share (the “Exercise Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate properly completed and duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Exercise Price per share set forth above, are the number and Exercise Price as of August 20, 2025, based on the Preferred Stock as constituted at such date.
Section 4. Amendments to Exhibit C. Exhibit C to the Rights Agreement is hereby amended as follows:
(a) The definition of “Specified Percentage” on page C-2 shall be removed and replaced with the following:
“Specified Percentage” means twenty percent (20%) when referring to the beneficial ownership of any person.
(b) The paragraph captioned “Expiration Time” on page C-3 shall be removed and replaced with the following:
Expiration Time. The Rights will expire on the earliest to occur of (a) the close of business on February 20, 2026 (the “Final Expiration Time”), (b) the time at which the Rights are redeemed or exchanged by the Company (as described below) or (c) upon the closing of any merger or other acquisition transaction involving the Company pursuant to a merger or other acquisition agreement that has been approved by the Board before any person or group becomes an Acquiring Person (the earliest of (a), (b) and (c) being herein referred to as the “Expiration Time”).
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(c) The paragraph captioned “Additional Information” on page C-5 shall be removed and replaced with the following:
Additional Information. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as exhibits to a registration statement on Form 8-A (Amendment No. 4) filed on August 20, 2025 and a current report on Form 8-K. A copy of the Rights Agreement is also available free of charge from the Company.
Section 5. Effective Date; Effect. This Amendment is effective as of the date first set forth above. Except as modified hereby, the Rights Agreement is reaffirmed in all respects, and all references therein to “the Agreement” shall mean the Rights Agreement, as modified hereby.
Section 6. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.
Section 7. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated. If any such excluded term, provision, covenant or restriction shall affect the rights, immunities, duties or obligations of the Rights Agent in an adverse manner, then the Rights Agent shall be entitled to resign immediately upon written notice to the Company.
Section 8. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually executed counterpart hereof.
Section 9. No Modification. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Rights Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.
Section 10. Headings. The headings of the sections of this Amendment have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of the terms or provisions hereof.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.
| VERADIGM INC. | ||
| By: | /s/ Eric Jacobson | |
| Name: Eric Jacobson | ||
| Title: Senior Vice President, Deputy General | ||
| Counsel and Corporate Secretary | ||
| BROADRIDGE CORPORATE ISSUER SOLUTIONS, LLC | ||
| By: | /s/ John P. Dunn | |
| Name: John P. Dunn | ||
| Title: Senior Vice President, Sales | ||
Amendment No. 5 to Stockholder Rights Agreement
Exhibit 99.1
Veradigm Amends and Extends Stockholder Rights Plan
Chicago – August 20, 2025 – Veradigm® (OTCMKTS: MDRX), a leading provider of healthcare data and technology solutions, today announced that its Board of Directors (the “Board”) has approved an amendment to extend the Company’s existing Stockholder Rights Plan for an additional six months (the “Rights Plan”).
The Rights Plan, adopted on February 26, 2024, was due to expire at 5:00 PM New York City time on August 20, 2025. Under the terms of the amendment to the Rights Plan, the scheduled expiration date of the Rights Plan has been extended to February 20, 2026. In addition, the amendment to the Rights Plan changes the triggering threshold such that the rights would become exercisable only if a person or group acquires beneficial ownership of 20% or more of the outstanding shares of Company common stock (including in the form of synthetic ownership through derivative positions) in a transaction not approved by the Board, whether or not such person or group is an eligible passive investor.
The Board’s decision to extend the Rights Plan is based on its determination that many of the underlying risks and conditions that existed upon the initial adoption of the Rights Plan continue to be present. Accordingly, the Rights Plan is being extended to continue to ensure that all Veradigm stockholders have the opportunity to realize the full potential value of their investment. The Rights Plan does not prevent the Company from pursuing any offer that is fair and otherwise in the best interests of stockholders.
The Board currently intends to terminate the Rights Plan no later than the time that the Company becomes current in its financial reporting and has applied for relisting of its shares of common stock on a national stock exchange, which is expected to occur in 2026.
Further details about the Rights Plan, as amended, will be contained in a Current Report on Form 8-K to be filed by the Company with the Securities and Exchange Commission.
About Veradigm®
Veradigm is a healthcare technology company that drives value through its unique combination of platforms, data, expertise, connectivity, and scale. The Veradigm Network features a dynamic community of solutions and partners providing advanced insights, technology, and data-driven solutions for the healthcare provider, payer, and biopharma markets. For more information about how Veradigm is fulfilling its mission of Transforming Health, Insightfully, visit www.veradigm.com, or find Veradigm on LinkedIn, Facebook, Twitter, Instagram, and YouTube.
© 2025 Veradigm LLC and/or its affiliates. All rights reserved. Cited marks are the property of Veradigm LLC and/or its affiliates. All other product or Company names are the property of their respective holders, all rights reserved.
Disclaimer and Forward-Looking Statement Information
This press release contains 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, the Company’s expectations with respect to the timing of the relisting of its common stock on a national securities exchange. 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,” “aims,” “hopes,” and “seeks” 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, among others: a further material delay in the Company’s financial reporting or ability to hold an annual meeting of stockholders; an inability of the Company to timely prepare its delinquent financial statements; unanticipated factors or factors that the Company currently believes will not cause further delay; the Company’s remediation efforts and preparation of financial statements or other factors that could cause additional delay or adjustments; the possibility that ongoing remediation work or the audit of the Company’s financial statements for the fiscal year ended December 31, 2023 or the fiscal year ended December 31, 2024 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; risks relating to the Company’s voluntary disclosure to the SEC of certain information relating to the investigation by the Audit Committee of the Company’s Board of Directors, the SEC’s investigation, and the additional information the Company has continued to provide to the SEC based on discussions with the SEC; changes in the financial condition of the markets that the Company serves; the Company’s ability to hire qualified individuals to serve in senior leadership roles on a permanent basis, including a chief financial officer; 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, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20250130580527/en/
For more information contact:
Investors:
Jenny Gelinas
312-506-1237
jenny.gelinas@veradigm.com
Media:
Rick Dipper
919-961-6001
rick.dipper@veradigm.com
Source: Veradigm
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