Veradigm Inc. Receives Nasdaq Notice Regarding Delayed Form 10-Q
November 17 2023 - 4:05PM
Business Wire
Veradigm Inc. (Nasdaq: MDRX) announced today that, as expected,
it received a notice from Nasdaq indicating that 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”), Quarterly Report on
Form 10-Q for the quarter ended March 31, 2023 (the “Q1 Form
10-Q”), Quarterly Report on Form 10-Q for the quarter ended June
30, 2023 (the “Q2 Form 10-Q”) and Quarterly Report on Form 10-Q for
the quarter ended September 30, 2023 (the “Q3 Form 10-Q”, and
together with the Q1 Form 10-Q and the Q2 Form 10-Q, the “Form
10-Qs”). Nasdaq Listing Rule 5250(c)(1) requires listed companies
to timely file all periodic reports with the Securities and
Exchange Commission (the “SEC”).
The Company previously received notices (the “Prior Notices”)
from Nasdaq on March 20, 2023, on May 18, 2023 and on August 16,
2023 that it was not in compliance with Nasdaq Listing Rule
5250(c)(1) because the Company had not timely filed the Form 10-K
and each of the Q1 Form 10-Q and the Q2 Form 10-Q. The Company
received notice (the “Additional Notice”) from Nasdaq on November
14, 2023 that it was not in compliance with Nasdaq Listing Rule
5250(c)(1) because the Company had not timely filed the Q3 Form
10-Q.
As previously disclosed, the Company did not regain compliance
within the expiration of the 180-day extension that was previously
granted by Nasdaq, and as a result, on September 20, 2023, the
Company received notice (the “Delisting Notice”) from Nasdaq that
the Company's shares would be delisted. On September 27, 2023, the
Company appealed Nasdaq’s determination in accordance with the
procedures set forth in the Nasdaq Listing Rules and requested a
hearing (the “Hearing Request”) before a Nasdaq Hearings Panel (the
“Panel”). The Hearing Request temporarily stayed any suspension of
trading through October 12, 2023, and requested that the temporary
stay be extended until the Panel issues a final decision on the
matter. On October 6, 2023, the Company received notice from Nasdaq
that the temporary stay of delisting had been extended pending a
hearing before the Panel on November 16, 2023, and the issuance of
a final Panel decision. A hearing before the Panel was conducted on
November 16, 2023, but a final Panel decision has not yet been
rendered.
The Prior Notices and the Additional Notice have no immediate
effect on the listing of the Company’s common stock on the Nasdaq
Global Select Market. The Company plans to file its Form 10-K and
the Form 10-Qs as soon as practicable; however, no assurance can be
given as to the definitive date on which such periodic reports will
be filed or the final decision of the Panel regarding a delisting
of the Company’s common stock.
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, all working together to
transform healthcare insightfully. For more information on
Veradigm, visit www.veradigm.com, or find Veradigm on LinkedIn,
Facebook, Twitter, and YouTube
© 2023 Veradigm Inc. and/or its affiliates. All Rights
Reserved.
Forward-Looking Statements
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 beliefs and expectations
relating to the filing of the Form 10-K and Form 10-Qs. 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 may cause actual results to differ
materially from those in the forward-looking statements include,
but are not limited to, a further material delay in the Company’s
financial reporting, including as a result of 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 internal
investigation by the Audit Committee of the Company’s Board of
Directors, 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, the possibility that the Company is unable to
regain compliance with, or thereafter continue to comply with,
Nasdaq Listing Rule 5250(c)(1), or experience violations of
additional Nasdaq Listing Rules, the possibility that the Panel may
reach a final decision to delist the Company’s securities 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, its Annual Report on Form 10-K and its
Quarterly Reports on Form 10-Q. 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20231117257189/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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