VERADIGM INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2023-12-13: Form 8-K; Period of report 2023-12-08; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
- 2023-12-08: Form 8-K; Period of report 2023-12-06; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; Details 5.02.
- 2023-11-24: Form 8-K; Period of report 2023-11-20; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; Details 1.01.
- 2023-11-17: Form 8-K; Period of report 2023-11-14; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2023-12-13 | 8-K | 2023-12-08 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On December 8, 2023, Veradigm Inc., a Delaware corporation (the “Company”), received a decision from the Nasdaq Hearings Panel (the “Panel”) granting the Company’s request for continued listing on the Nasdaq Capital Market, subject to the Company demonstrating compliance with Nasdaq Listing Rule 5250(c)(1) on or before February 27, 2024, and certain other conditions, including the achievement of various interim milestones (the “Panel Decision”). | d517490d8k.htm |
| 2023-12-08 | 8-K | 2023-12-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 5.02 On December 8, 2023, Veradigm Inc. (the “Company”) announced that the Board of Directors of the Company (the “Board”) appointed current Chairman of the Board, P. Gregory Garrison, as Executive Chairman of the Board, and appointed current director, Dr. Shih-Yin Ho, as Interim Chief Executive Officer of the Company, each effective December 7, 2023. 5.03 Effective December 7, 2023, in connection with, and immediately prior to, the effectiveness of the appointment of Mr. Garrison as Executive Chair, the Company amended the By-Laws of the Company, as amended and restated on August 18, 2015, and as further amended on January 1, 2023 (the “Second Amendment”), to provide that the Board may appoint a Chairman who may or may not be an independent director of the Company. 7.01 On December 8, 2023, the Company issued a press release announcing its leadership changes. | d626803d8k.htm |
| 2023-11-24 | 8-K | 2023-11-20 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information relating to the First Amendment set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. | d476897d8k.htm |
| 2023-11-17 | 8-K | 2023-11-14 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 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”). | d947876d8k.htm |
| 2023-10-10 | 8-K | 2023-10-06 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 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 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 (together with the Q1 Form 10-Q, the “Form 10-Qs”), the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Filing Rule”), which requires listed companies to timely file all periodic reports with the Securities and Exchange Commission (the “SEC”). | mdrx-20231006.htm |
| 2023-09-22 | 8-K | 2023-09-20 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 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 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 (together with the Q1 Form 10-Q, the “Form 10-Qs”), the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rules”), which requires listed companies to timely file all periodic reports with the Securities and Exchange Commission (the “SEC”). | mdrx-20230920.htm |
| 2023-09-18 | 8-K | 2023-09-18 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On September 18, 2023, Veradigm Inc., a Delaware corporation (the “Company”), issued a press release regarding certain estimated, unaudited financial information relating to the 2020 to 2022 reporting periods (collectively, the “Historical Information”). 7.01 The Company also provided an update on guidance for fiscal 2023 and an update regarding the timing of the filing of its Annual Report on Form 10-K for the year ended December 31, 2022, and Quarterly Report on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023. | mdrx-20230918.htm |
| 2023-08-18 | 8-K | 2023-08-16 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 As previously disclosed in the Current Reports on Form 8-K filed on March 22, 2023 and May 19, 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 Report on Form 10-Q for the quarter ended March 31, 2023 (the “Q1 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”). | mdrx-20230816.htm |
| 2023-06-14 | 8-K | 2023-06-13 | 7.01 Regulation FD Disclosure | 7.01 On June 13, 2023, the Company issued a press release announcing that Nasdaq has accepted the Company’s plan to regain compliance with Nasdaq Listing Rule 5250(c)(1) and providing an update regarding the timing of the filing of its Annual Report on Form 10-K for the year ended December 31, 2022, and Quarterly Report on Form 10-Q for the quarter ended March 31, 2023. | mdrx-20230613.htm |
| 2023-05-19 | 8-K | 2023-05-18 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 As previously disclosed in the Current Report on Form 8-K filed on March 22, 2023 by Veradigm Inc., a Delaware corporation (the “Company”), on March 20, 2023, the Company received a notice (the “Initial Notice”) 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”), the Company was no longer 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”). | mdrx-20230518.htm |
| 2023-03-22 | 8-K | 2023-03-20 | 2.02 Results of Operations and Financial Condition; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 2.02 On March 22, 2023, Veradigm Inc., a Delaware corporation (the “Company”), issued a press release regarding certain preliminary, unaudited financial information relating to the quarter and year ended December 31, 2022 and certain other prior periods. 3.01 On March 20, 2023, the Company received a notice (the “Notice”) 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 fiscal year ended December 31, 2022 (the “Form 10-K”), the Company is no longer in compliance with the timely filing requirements for continued listing under Nasdaq Listing Rule 5250(c)(1). 4.02 On March 22, 2023, the Company’s Board of Directors (the “Board”), after discussion with management, reached a determination that the Company’s consolidated financial statements and related disclosures as of and for the year ended December 31, 2021 included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as of and for the interim periods ended March 31, 2021, June 30, 2021 and September 30, 2021 included in its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, respectively, and as of and for the interim periods ended March 31, 2022, June 30, 2022, and September 30, 2022 included in its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2022, June 30, 2022, and September 30, 2022, respectively, should no longer be relied upon because of misstatements to the Company’s previously reported revenue resulting from certain internal control failures. | mdrx-20230320.htm |
| 2023-02-28 | 8-K | 2023-02-28 | 2.02 Results of Operations and Financial Condition | 2.02 On February 28, 2023, Veradigm Inc., a Delaware corporation, issued a press release regarding certain preliminary, unaudited financial information relating to the quarter ended December 31, 2022 and certain other prior periods. | d475995d8k.htm |
| 2023-02-22 | 8-K | 2023-02-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On February 17, 2023, Ms. Susan Rodriguez and Dr. Shih-Yin Ho were appointed to the Board of Directors (the “Board”) of Veradigm Inc. (the “Company”), each to hold office until the Company’s next annual meeting of stockholders. 7.01 On February 22, 2023, the Company issued a press release announcing the appointments of Ms. Rodriguez and Dr. Ho to serve as directors. | mdrx-20230217.htm |
| 2023-01-11 | 8-K | 2023-01-11 | 7.01 Regulation FD Disclosure | 7.01 On January 11, 2023, Veradigm Inc., a Delaware corporation (the “Company”), issued a press release regarding the Company’s new share repurchase program and financial guidance for fiscal 2023. | mdrx-20230111.htm |
| 2023-01-04 | 8-K | 2023-01-01 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 5.03 Effective January 1, 2023, Allscripts Healthcare Solutions, Inc. amended its Fifth Amended and Restated Certificate of Incorporation to change its name to “Veradigm Inc.” (the “Company”). 7.01 On January 3, 2023, the Company issued a press release regarding the Company’s name change. | mdrx-20230101.htm |