UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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| (Address of Principal Executive Offices) | (Zip Code) |
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(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:
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Trading |
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| (OTC Expert 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, 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). The Company’s securities were suspended from trading on Nasdaq on February 29, 2024 and have not traded on Nasdaq since that time.
On April 25, 2024, Nasdaq filed a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”), notifying the SEC of Nasdaq’s determination to remove the Company’s securities from listing on Nasdaq. The delisting will become effective ten days after the Form 25 was filed.
The Company’s common stock has been traded on the OTC Expert Market under the symbol “MDRX” following the suspension from Nasdaq, and the Company’s preferred stock purchase rights are currently transferable with and only with the underlying shares of the Company’s common stock. The Company expects that the final delisting action by Nasdaq will have no practical effect on the trading of its securities on the OTC Expert Market.
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: April 25, 2024 | By: | /s/ Eric Jacobson | ||||
| Eric Jacobson | ||||||
| Senior Vice President, Deputy General Counsel and Corporate Secretary | ||||||
Document and Entity Information |
Apr. 25, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | Apr. 25, 2024 |
| Entity Registrant Name | VERADIGM INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-35547 |
| Entity Tax Identification Number | 36-4392754 |
| Entity Address Address Line 1 | 222 Merchandise Mart |
| Entity Address City Or Town | Chicago |
| Entity Address State Or Province | IL |
| Entity Address Postal Zip Code | 60654 |
| City Area Code | 800 |
| Local Phone Number | 334-8534 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.01 per share |
| Trading Symbol | MDRX |
| Security Exchange Name | NONE |
| Entity Emerging Growth Company | false |
| Amendment Flag | false |
| Entity Central Index Key | 0001124804 |