| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
As previously disclosed in the Current Reports on Form 8-K filed on March 22, 2023, May 19, 2023 and August 18, 2023 by Veradigm Inc., a Delaware corporation (the “Company”), the Company received notices (the “Prior Notices”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of the Company’s delay in filing its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 (the “Q1 Form 10-Q”) and June 30, 2023 (the “Q2 Form 10-Q”), the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all periodic reports with the Securities and Exchange Commission (the “SEC”).
On November 14, 2023, the Company received an additional notice (the “Additional Notice”) from Nasdaq stating that, because the Company has not filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (together with the Q1 Form 10-Q and the Q2 Form 10-Q, the “Form 10-Qs”), and because the Company remains delinquent in filing the Form 10-K and each of the Q1 Form 10-Q and Q2 Form 10-Q, the Company remains noncompliant with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rules”).
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 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.
As with the Prior Notices, the Additional Notice has no immediate effect on the listing of the Company’s common stock on the Nasdaq Global Select Market.
On November 17, 2023, the Company issued a press release regarding its receipt of the Additional Notice. A copy of the press release is attached hereto as Exhibit 99.1.
Disclosure Regarding Forward-Looking Information
This Current Report on Form 8-K and the exhibit attached hereto contain 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
