Veradigm Inc.: Nasdaq/NYSE listing notice — Veradigm restates 2021 revenue; Nasdaq non-compliance; cuts FY23 guidance

Veradigm Inc.

Revenue misstatement estimated at ~$40M aggregate for 2021-2022 continuing ops; restatement of FY2021 required.
Received Nasdaq notice for delayed 10-K filing; has 60 days to submit compliance plan; no immediate trading impact.
Revised FY2023 revenue guidance to $615M-$635M (down from $625M-$645M); non-GAAP EPS guidance $0.80-$0.90 affirmed.
Internal control deficiencies from revenue recognition software led to misstatements; material weaknesses expected.
Disclosure controls and ICFR concluded ineffective as of Dec 31, 2022.

item 2.02 item 4.02 item 3.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Earnings Releases SEC 8-K Item 2.02 confidence 0.9

Veradigm Inc. reported preliminary financial results for the quarter and year ended December 31, 2022.

Period: the quarter and year ended December 31, 2022
Result: preliminary results

Exact text from the filing

On March 22, 2023, Veradigm Inc., a Delaware corporation (the “ Company ”), issued a press release regarding certain preliminary, unaudited financial information relating to the quarter and year ended December 31, 2022 and certain other prior periods.

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Earnings Releases SEC 8-K Item 2.02 confidence 0.9

Veradigm Inc. reported Fiscal 2023 results: revenue between $615 million and $635 million, EPS between $0.80 and $0.90. Guidance lowered.

Period: Fiscal 2023
Revenue: between $615 million and $635 million
EPS: between $0.80 and $0.90
Guidance: lowered
Result: guidance update

Exact text from the filing

Finally, the Company is revising the following financial guidance for Fiscal 2023 issued on February 28, 2023 as follows: • Revenue is expected between $615 million and $635 million, a decrease from the prior guidance of $625 million and $645 million The Company is affirming the following financial guidance issued on February 28, 2023: • Non-GAAP earnings per share is expected between $0.80 and $0.90

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Listing & Compliance Notices SEC 8-K Item 3.01 confidence 0.9

Veradigm Inc. received a nasdaq deficiency notice notice regarding late filing (rules 5250(c)(1)).

Exchange: nasdaq
Notice: deficiency notice
Deficiency: late filing
Rules: 5250(c)(1)

Exact text from the filing

March 20, 2023, the Company received a notice (the “Notice”) 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 fiscal year ended December 31, 2022 (the “ Form 10-K ”), the Company is no longer in compliance with the timely filing requirements for continued listing under Nasdaq Listing Rule 5250(c)(1). Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all required periodic financial reports with the U.S. Securities and Exchange Commission (the “ SEC ”). The Notice states that

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Source: SEC EDGAR

accession 0000950170-23-009164

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