VERADIGM INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2024-12-31: Form 8-K; Period of report 2024-12-31; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2024-11-13: Form 8-K; Period of report 2024-11-13; Description 8.01 Other Events; Details 8.01.
- 2024-09-03: Form 8-K; Period of report 2024-08-27; Description 1.02 Termination of a Material Definitive Agreement; Details 1.02.
- 2024-08-12: Form 8-K; Period of report 2024-08-12; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2024-12-31 | 8-K | 2024-12-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As previously disclosed, on December 8, 2023, Veradigm Inc. (the “Company”) announced the appointment of Mr. Leland Westerfield as the Company’s Interim Chief Financial Officer, to serve as the Company’s principal financial officer and principal accounting officer, effective December 7, 2023, for an initial term of six months through June 7, 2024, and on May 27, 2024, the Company entered into an extension letter agreement with Mr. Westerfield to extend his employment through December 31, 2024. | d842160d8k.htm |
| 2024-11-13 | 8-K | 2024-11-13 | 8.01 Other Events | 8.01 Pursuant to Section 1.05 of the Company’s First Supplemental Indenture dated as of February 5, 2024, the Company is disclosing that, as of September 30, 2024, the Company had cash and cash equivalents of approximately $303 million, funded debt of $208 million (consisting of the principal amount of the 2019 convertible notes), and net cash of approximately $95 million (cash and cash equivalents less funded debt consisting of the principal amount of the 2019 convertible notes). | d840811d8k.htm |
| 2024-09-03 | 8-K | 2024-08-27 | 1.02 Termination of a Material Definitive Agreement | 1.02 As previously reported, on April 29, 2022, Veradigm Inc. (the “Company”) and Veradigm LLC, a wholly-owned subsidiary of the Company (Veradigm LLC, together with the Company, the “Borrower”), entered into that certain Third Amended and Restated Credit Agreement (as amended from time to time prior to the date hereof, the “Credit Agreement”), with the lenders party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”). | d889912d8k.htm |
| 2024-08-12 | 8-K | 2024-08-12 | 8.01 Other Events | 8.01 Pursuant to Section 1.05 of the Company’s First Supplemental Indenture dated as of February 5, 2024, the Company is disclosing that, as of June 30, 2024, the Company had cash and cash equivalents of approximately $330 million, funded debt of $208 million (consisting of the principal amount of the 2019 convertible notes), and net cash of $122 million (cash and cash equivalents less funded debt consisting of the principal amount of the 2019 convertible notes). | d801603d8k.htm |
| 2024-07-29 | 8-K | 2024-07-26 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d832748d8k.htm |
| 2024-05-28 | 8-K | 2024-05-21 | 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 As previously disclosed, on December 8, 2023, Veradigm Inc. (the “Company”) announced the appointment of Dr. Shih-Yin Ho as the Company’s Interim Chief Executive Officer and Mr. Leland Westerfield as the Company’s Interim Chief Financial Officer, each effective December 7, 2023 for an initial term of six months through June 7, 2024 (the “Initial Term Date”). 7.01 On May 28, 2024, the Company issued a press release announcing that the Board has initiated a process to explore strategic alternatives to maximize stockholder value and reaffirming certain of the Company’s financial outlook for fiscal year 2024 provided on March 13, 2024. | d813949d8k.htm |
| 2024-05-13 | 8-K | 2024-05-10 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.03 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. 8.01 For the avoidance of any doubt, the penultimate sentence of Section 29 of the Rights Agreement limits the Board’s liability to rights holders (not stockholders in their capacity as stockholders). | d823666d8k.htm |
| 2024-04-25 | 8-K | 2024-04-25 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 As previously disclosed, The Nasdaq Stock Market LLC (“Nasdaq”) has suspended the trading of the common stock, par value $0.01 per share, of Veradigm Inc. (the “Company”), because the Company remains noncompliant with Nasdaq Listing Rule 5250(c)(1) and Nasdaq Listing Rule 5620(a). | d752248d8k.htm |
| 2024-04-10 | 8-K | 2024-04-10 | 8.01 Other Events | 8.01 As previously disclosed, The Nasdaq Stock Market LLC (“Nasdaq”) has suspended the trading of the common stock, par value $0.01 per share (“Common Stock”), of Veradigm Inc. (the “Company”) effective February 29, 2024 (the “Delisting Event”). | d816361d8k.htm |
| 2024-04-01 | 8-K | 2024-03-29 | 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 Third Amendment set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. | d800322d8k.htm |
| 2024-03-13 | 8-K | 2024-03-13 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On March 13, 2024, Veradigm Inc., a Delaware corporation (the “Company”), announced today it has reaffirmed the estimated, unaudited ranges for fiscal 2023 of GAAP Revenue, Adjusted EBITDA, and Non-GAAP diluted earnings per share that it provided on January 10, 2024, in the Company’s Form 8-K filed on January 10, 2024, and initially reaffirmed on February 27, 2024 (collectively, the “Financial Information”). 7.01 On March 13, 2024, the Company will present at the 2024 Barclays Healthcare Investor Conference. | d772207d8k.htm |
| 2024-03-01 | 8-K | 2024-02-29 | 8.01 Other Events | 8.01 On March 1, 2024, Veradigm Inc., a Delaware corporation (the “Company”), announced that it will retain its existing ticker symbol (MDRX) and that its shares of common stock, par value $0.01 per share (“Common Stock”), will be quoted on the OTC Expert Market. | d763389d8k.htm |
| 2024-02-28 | 8-K | 2024-02-27 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On February 27, 2024, Veradigm Inc., a Delaware corporation (the “Company”), received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq Hearings Panel (the “Panel”) has determined to delist the common stock of the Company from Nasdaq (the “Decision”). | d773269d8k.htm |
| 2024-02-27 | 8-K | 2024-02-21 | 1.01 Entry into a Material Definitive Agreement; 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; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.02 On February 27, 2024, the Company issued a press release regarding the transactions contemplated by the Merger Agreement and containing certain estimated, unaudited financial information relating to the fiscal 2023 reporting period (collectively, the “Financial Information”). 3.01 Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) on or about February 28, 2024, and that its common stock, par vale $0.01 per share (“Common Stock”), will be suspended from trading on The Nasdaq Global Select Market while Nasdaq proceeds with delisting (the “Anticipated Delisting”). 3.02 Pursuant to the Merger Agreement, the Company has agreed to grant up to 2,750,000 RSUs to eligible participants pursuant to a retention pool that it will establish for the benefit of certain ScienceIO employees. 3.03 On February 26, 2024, the board of directors (the “Board”) of the Company adopted a stockholder rights agreement and declared a dividend of one right (a “Right”) for each outstanding share of Common Stock to stockholders of record at the close of business on March 8, 2024 (the “Record Date”). 5.03 In connection with the adoption of the Rights Agreement described in Item 3.03 of this Current Report, the Board approved a Certificate of Designation of Series A Junior Participating Preferred Stock, which designates the rights, preferences and privileges of 349,000 shares of a series of the Company’s preferred stock, par value $0.01 per share, designated as Series A Junior Participating Preferred Stock. 7.01 On February 27, 2024, the Company issued a press release announcing the Anticipated Delisting and the adoption of the Rights Agreement. | d793739d8k.htm |
| 2024-02-05 | 8-K | 2024-02-05 | 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; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. 3.02 The information with respect to the Notes and the Indenture set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. | d711633d8k.htm |
| 2024-01-31 | 8-K | 2024-01-31 | 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 Second Amendment set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. | d756438d8k.htm |
| 2024-01-10 | 8-K | 2024-01-05 | 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; 7.01 Regulation FD Disclosure; 8.01 Other Events | 2.02 On January 10, 2024, Veradigm Inc., a Delaware corporation (the “Company”), issued a press release regarding certain estimated, unaudited financial information relating to the fiscal 2023 reporting period (collectively, the “Financial Information”). 3.01 On January 5, 2023, the Company received a notice of noncompliance (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of the Company’s not holding an annual meeting of stockholders within the one-year period following its fiscal year ended on December 31, 2022, the Company was not in compliance with Nasdaq Listing Rule 5620(a), which requires companies listing common stock to hold an annual meeting of stockholders no later than one year after the end of the company’s fiscal year (the “Annual Meeting Deficiency”). 7.01 On January 10, 2024, the Company will present at the 2024 J.P. Morgan Healthcare conference. 8.01 The Company previously disclosed an ongoing independent investigation by the Audit Committee of the Board of Directors of the Company that relates to the Company’s financial reporting, internal controls over financial reporting and disclosure controls (the “Audit Committee Investigation”). | mdrx-20240105.htm |