Veradigm Receives Expected Delisting Notice from Nasdaq
28 February 2024 - 11:00PM
Business Wire
Continues to Work Diligently Towards Regaining
Compliance
Veradigm Inc. (NASDAQ: MDRX), a leading provider of healthcare
data and technology products and solutions, announced today that,
as expected, it 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”). The Decision indicates that the Company
remains noncompliant with Nasdaq Listing Rule 5250(c)(1) and Nasdaq
Listing Rule 5620(a).
The Decision indicates that trading in the Company’s common
stock will be suspended effective February 29, 2024. The Decision
also indicates that the Company may, within 15 calendar days from
the date of the Decision, request that the Nasdaq Listing and
Hearing Review Council review the Decision and that the Nasdaq
Listing and Hearing Review Council may, on its own motion,
determine to review any Panel decision within 45 calendar days
after issuance of the written decision. The Company does not intend
to request that the Nasdaq Listing and Hearing Review Council
review the Decision.
As previously disclosed, the Company remains noncompliant with
Nasdaq Listing Rule 5250(c)(1) because the Company has not filed
its Annual Report on Form 10-K for the year ended December 31, 2022
(the “Form 10-K”) or its Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2023 (the “Q1 Form 10-Q”), June 30, 2023
(the “Q2 Form 10-Q”) and September 30, 2023 (together with the Q1
Form 10-Q and the Q2 Form 10-Q, the “Form 10-Qs”). Also as
previously disclosed, the Company remains noncompliant 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 Company is working diligently to file the Form 10-K and the
Form 10-Qs, and ultimately to regain compliance with all of the
Nasdaq Listing Rules and restore its listing as soon as
practicable; however, no assurance can be given as to the
definitive date on which such periodic reports will be filed or
whether the Company will ultimately regain compliance with all of
the Nasdaq Listing Rules and return to being listed on The Nasdaq
Global Select Market in the future.
While the Company’s common stock is suspended from trading on
Nasdaq, the Company expects that its shares will be quoted on an
over-the-counter market with its existing ticker symbol (MDRX).
The delisting also constitutes a “make-whole fundamental change”
under the indenture pursuant to which the Company’s outstanding
convertible notes were issued.
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, and YouTube.
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, statements regarding the Company’s efforts to regain compliance
with the Nasdaq Listing Rules and expected trading activity in
connection with the delisting and suspension of trading of the
Company’s common stock. 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,” “aim,” “hopes,” 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 could cause a delay in filing the
required financial statements and restoring the delisting include,
but are not limited to, a further material delay in the Company’s
financial reporting or ability to hold an annual meeting of
shareholders, including as a result of the leadership changes
announced in December 2023; an inability to timely prepare restated
financial statements; unanticipated factors or factors that the
Company currently believes will not cause delay; the impacts of the
previously disclosed, ongoing independent investigation by the
Audit Committee of the Board of the Company that relates to the
Company’s financial reporting, internal controls over financial
reporting and disclosure controls (the “Audit Committee
Investigation”), including on the Company’s remediation efforts and
preparation of financial statements or other factors that could
cause additional delay or adjustments; the possibility that the
ongoing review 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 U.S. Securities and Exchange Commission (the
“SEC”) of information concerning the Audit Committee Investigation;
risks relating to the putative securities class action lawsuit
filed against the Company and any other future litigation or
investigation relating to the Audit Committee Investigation; risks
relating to the Company’s common stock not trading on a national
securities exchange, including risks relating to the fact that in
the event the Company’s common stock ceases to be listed or quoted
on Nasdaq, holders of the Company’s convertible notes have the
right to put the notes to the Company or convert the notes into
Company stock at the conversion price and applicable make-whole set
forth in the indenture governing the notes, 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, Current Report on Form 8-K filed on January 10,
2024. 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.
© 2024 Veradigm Inc. and/or its affiliates. All rights
reserved.
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version on businesswire.com: https://www.businesswire.com/news/home/20240228670502/en/
Investors: Jenny Gelinas
312-506-1237 jenny.gelinas@veradigm.com
Media: Concetta Rasiarmos
312-447-2466 concetta.rasiarmos@veradigm.com
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