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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 31, 2024

 

 

VERADIGM INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-35547   36-4392754

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

222 Merchandise Mart  
Chicago, Illinois   60654
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: 800 334-8534

 

(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:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange

on which registered

Common Stock, par value $0.01 per share   MDRX   N/A (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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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. On December 31, 2024, the Company entered into an additional extension letter agreement (the “Second Extension Agreement”) with Mr. Westerfield to further extend his employment through June 30, 2025.

The Second Extension Agreement also provides that, in the event of a termination of Mr. Westerfield’s employment (other than a termination by the Company for cause or a resignation by Mr. Westerfield that is not for good reason), Mr. Westerfield is entitled to continue receiving base salary compensation for a period ending on the earlier of (i) six months following the date of termination and (ii) September 30, 2025.

The foregoing description of the Second Extension Agreement with Mr. Westerfield does not purport to be complete and is qualified in its entirety by reference to the complete text of the agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

 No. 

10.1    Letter Agreement, dated December 31, 2024, between the Company and Leland Westerfield
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: December 31, 2024     By:  

/s/ Eric Jacobson

      Eric Jacobson
      Senior Vice President, Deputy General Counsel and Corporate Secretary

Exhibit 10.1

 

LOGO       LOGO

December 31, 2024

Leland Westerfield

Re: Renewal Agreement

Dear Lee:

This letter confirms our mutual agreement to extend the term of your employment as Interim Chief Financial Officer and Interim Chief Accounting Officer of Veradigm Inc. (the “Company”) under the Letter Agreement, dated December 7, 2023, between you and the Company (the “Letter Agreement”) through June 30, 2025 (such term of employment, as extended pursuant to this letter, the “Term”).

During the Term, the terms and conditions of your employment, as described in the Letter Agreement, will continue to apply. Notwithstanding the foregoing, if the Term ends for any reason other than (a) a termination of your employment by the Company for Cause (as defined in the Letter Agreement) or (b) your resignation from employment with the Company other than for Good Reason (as defined in the Letter Agreement), you will be entitled to receive continued payments of cash compensation pursuant to Section 4 of the Letter Agreement for a period ending on the earlier of (x) six months following the end of the Term or (y) September 30, 2025 (subject to you executing and not revoking a general release of claims against the Company and its affiliates in a form reasonably satisfactory to the Company, if requested by the Company).

By your signature below, you agree to the extension of the Term as memorialized herein. Except as expressly provided herein, all other terms and conditions of the Letter Agreement shall remain in full force and effect.

 

Sincerely,
/s/ Dave B. Stevens
Dave B. Stevens
Chairperson of the Compensation Committee
ACCEPTED BY:
/s/ Leland Westerfield
Leland Westerfield
v3.24.4
Document and Entity Information
Dec. 31, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Dec. 31, 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
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