VERADIGM INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2025-12-31: Form 8-K; Period of report 2025-12-31; Description 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; Details 5.02.
- 2025-09-30: Form 8-K; Period of report 2025-09-30; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2025-09-29: Form 8-K; Period of report 2025-09-29; Description 8.01 Other Events; Details 8.01.
- 2025-08-20: Form 8-K; Period of report 2025-08-20; Description 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 7.01 Regulation FD Disclosure; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2025-12-31 | 8-K | 2025-12-31 | 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 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, December 31, 2024, and on April 22, 2025, the Company and Mr. Westerfield entered into extension letter agreements with Mr. Westerfield which extended his employment with the Company as Interim Chief Financial Officer through December 31, 2024, June 30, 2025, and December 31, 2025, respectively. 7.01 The Company has retained a nationally recognized executive search firm and initiated a search process for a permanent Chief Financial Officer. | mdrx-20251231.htm |
| 2025-09-30 | 8-K | 2025-09-30 | 2.02 Results of Operations and Financial Condition | 2.02 On September 30, 2025, Veradigm Inc., a Delaware corporation (the “Company”), announced that it has provided a preliminary estimated, unaudited range of GAAP revenue for the three and six months ended June 30, 2025 and preliminary estimated, unaudited cash and debt positions as of June 30, 2025, and December 31, 2024, along with certain other financial information (collectively, the “Financial Information”). | mdrx-20250930.htm |
| 2025-09-29 | 8-K | 2025-09-29 | 8.01 Other Events | 8.01 Veradigm Inc. (the “Company”) entered into a repurchase agreement (the “Repurchase Agreement”) with a certain holder of the Company’s 0.875% Convertible Senior Notes due 2027 (the “Convertible Notes”), for itself and on behalf of certain beneficial owners, pursuant to which the Company repurchased approximately $44 million in aggregate principal amount of the Convertible Notes for total consideration of approximately $50 million, consisting of an amount of cash equal to $1,122.50 for each $1,000 principal amount of Convertible Notes repurchased, plus accrued and unpaid interest from and including July 1, 2025 to but excluding September 29, 2025, the repurchase date (collectively, the “Repurchase Transaction”). | mdrx-20250929.htm |
| 2025-08-20 | 8-K | 2025-08-20 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 7.01 Regulation FD Disclosure | 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. 7.01 On August 20, 2025, the Company issued a press release announcing the amendment of the Rights Agreement. | d95615d8k.htm |
| 2025-08-18 | 8-K | 2025-08-15 | 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 August 18, 2025, Veradigm Inc. (the “Company”) announced that on August 15, 2025, the Company’s board of directors (the “Board”) appointed Donald Trigg as the Company’s new Chief Executive Officer, effective as of September 2, 2025 (the “Effective Date”). 7.01 On August 18, 2025, the Company issued a press release announcing the appointment of Mr. Trigg to serve as the Company’s Chief Executive Officer and as a director. | mdrx-20250815.htm |
| 2025-07-24 | 8-K | 2025-07-23 | 1.01 Entry into a Material Definitive Agreement; 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 | 1.01 Entry into a Material Definitive Agreement. 5.02 As previously disclosed, the employment of Thomas Langan, the Company’s Interim Chief Executive Officer, President and Chief Commercial Officer, will terminate effective July 31, 2025. 5.03 Effective July 23, 2025, in connection with, and prior to, the effectiveness of the creation of the OCEO, 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 and December 7, 2023, (the “Third Amendment”) to contemplate the establishment of an Office of the Chief Executive Officer. | d85189d8k.htm |
| 2025-07-02 | 8-K | 2025-06-30 | 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement | 2.04 On June 30, 2025, Veradigm Inc., a Delaware corporation (the “Company”), received a notice from U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), pursuant to the terms of that certain Indenture, dated as of December 9, 2019, as supplemented by that certain First Supplemental Indenture, dated as of February 5, 2024, relating to the Company’s 0.875% Convertible Senior Notes due 2027 (the “Convertible Notes”), between the Company and the Trustee (as may be further amended, supplemented or modified from time to time, the “Convertible Note Indenture”), that holders of approximately $164 million in aggregate principal amount of Convertible Notes (“the Electing Holders”) exercised their right under the Convertible Note Indenture to require the Company to repurchase their Convertible Notes on July 1, 2025. | mdrx-20250630.htm |
| 2025-06-23 | 8-K | 2025-06-23 | 2.02 Results of Operations and Financial Condition | 2.02 On June 23, 2025, Veradigm Inc., a Delaware corporation (the “Company”), announced that it has provided a preliminary estimated, unaudited range of GAAP Revenue and preliminary estimated, unaudited cash and debt positions for the fiscal quarter ended March 31, 2025, as well as its preliminary estimated, unaudited range of GAAP Revenue for first quarter 2024 and reaffirmation of fiscal year 2024 and its preliminary estimated, unaudited cash and debt positions as of December 31, 2024 (collectively, the “Financial Information”). | mdrx-20250623.htm |
| 2025-06-20 | 8-K | 2025-06-18 | 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 related to the Credit Agreement set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. | d21948d8k.htm |
| 2025-05-22 | 8-K | 2025-05-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 20, 2025, the Board of Directors of Veradigm Inc. (the “Company”) approved the amendment and restatement (the “Amendment and Restatement”) of the Veradigm Inc. 2024 Stock Incentive Plan (as amended and restated, the “2024 Plan”). | d947170d8k.htm |
| 2025-04-22 | 8-K | 2025-04-22 | 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 April 22, 2025, Veradigm Inc. (the “Company”) and Thomas Langan, the Company’s Interim Chief Executive Officer, President and Chief Commercial Officer, entered into a Separation Agreement (the “Langan Separation Agreement”), pursuant to which Mr. Langan’s employment with the Company will terminate effective July 31, 2025 (the “Termination Date”). 7.01 The board of directors of the Company (the “Board”) has initiated a search process for a permanent Chief Executive Officer. | d186990d8k.htm |
| 2025-04-17 | 8-K | 2025-04-14 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 (a) The audit committee (the “Audit Committee”) of the board of directors of Veradigm Inc., a Delaware corporation (the “Company”), recently completed a competitive process to determine which audit firm would serve as the Company’s independent registered public accounting firm for the years ended December 31, 2023, 2024 and 2025. | d949825d8k.htm |
| 2025-04-10 | 8-K/A | 2025-03-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 18, 2025, Veradigm Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) to announce, among other things, the appointment of Mr. Jonathan Sacks to the Company’s board of directors (the “Board”), effective March 19, 2025. | d943718d8ka.htm |
| 2025-03-18 | 8-K | 2025-03-18 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On March 18, 2025, Veradigm Inc., a Delaware corporation (the “Company”), announced that it has provided updated estimated, unaudited ranges of GAAP Revenue, GAAP Net Income (Loss) and Adjusted EBITDA and updated estimated unaudited cash positions, in each case, for fiscal 2023 and fiscal 2024 (collectively, the “Financial Information”). 7.01 On March 18, 2025, the Company announced that it filed its comprehensive Annual Report on Form 10-K for the year ended December 31, 2022, which also contains certain restated financial information, with the U.S. Securities and Exchange Commission. | d877347d8k.htm |
| 2025-03-18 | 8-K/A | 2025-02-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 20, 2025, Veradigm Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) to announce, among other things, the appointments of Vinit K. Asar and Louis Silverman as directors with terms expiring at the Company’s next annual meeting of stockholders. | d940550d8ka.htm |
| 2025-03-18 | 8-K | 2025-03-18 | 1.01 Entry into a Material Definitive Agreement; 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 | 1.01 Entry into a Material Definitive Agreement. 5.02 On March 18, 2025, the Board (i) increased the size of the Board from six directors to seven directors and (ii) appointed Mr. Sacks to the Board, effective March 19, 2025. 7.01 On March 18, 2025, the Company issued a press release announcing the appointments of Messrs. | d877339d8k.htm |
| 2025-03-18 | 8-K | 2025-03-18 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders | 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. | d942283d8k.htm |
| 2025-03-04 | 8-K | 2025-02-27 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 As previously disclosed, 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. | d785715d8k.htm |
| 2025-02-20 | 8-K | 2025-02-14 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 On February 14, 2025, Jonathan J. Judge resigned from the Board, effective immediately. 8.01 The Company issued a press release on February 20, 2025 announcing the execution of the Cooperation Agreement. | d916839d8k.htm |
| 2025-02-20 | 8-K | 2025-02-13 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders | 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. | d863091d8k.htm |
| 2025-01-30 | 8-K | 2025-01-24 | 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 January 24, 2025, Elizabeth A. Altman informed the board of directors (the “Board”) of Veradigm Inc. (the “Company”) of her decision to resign as a director of the Company, including from her positions as Chair of the Audit Committee of the Board (the “Audit Committee”) and as a member of the Audit Committee and the Nominating and Governance Committee of the Board, effective January 28, 2025, due to health reasons. 7.01 On January 30, 2025, the Company issued a press release announcing the resignation of Ms. Altman and the appointment of Mr. Garrison to serve as Interim Chair of the Audit Committee. | d911821d8k.htm |
| 2025-01-02 | 8-K | 2025-01-02 | 8.01 Other Events | 8.01 As previously disclosed, on February 5, 2024, Veradigm Inc. (the “Company”) and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), entered into the first supplemental indenture (the “First Supplemental Indenture”) to the indenture, dated as of December 9, 2019 (the “Indenture”), relating to the Company’s 0.875% Convertible Senior Notes due 2027 (the “Notes”), between the Company and the Trustee, to amend and supplement the provisions of the Indenture. | d919582d8k.htm |