Veradigm Inc.: Nasdaq/NYSE listing notice — Veradigm to acquire ScienceIO for $140M; expects Nasdaq delisting

Veradigm Inc.

Merger to acquire ScienceIO for $140M cash, with $43.55M deferred over three years.
Anticipates Nasdaq delisting after failing to file 2022 10-K and 2023 Q reports by Feb 27 deadline.
Board adopted stockholder rights plan (poison pill) with 20% threshold for passive investors, 10% for active.
Issued preliminary unaudited FY2023 financial results; specific figures not in filing text.
Up to 2,750,000 RSUs granted to ScienceIO employees as retention pool, vesting over four years.

item 1.01 item 3.03 item 2.02 item 3.01 item 3.02 item 5.03 item 7.01 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 fiscal 2023.

Period: fiscal 2023
Result: preliminary results

Exact text from the filing

On February 27, 2024, the Company issued a press release regarding the transactions contemplated by the Merger Agreement and containing certain estimated, unaudited financial information relating to the fiscal 2023 reporting period (collectively, the “Financial Information”).

View on SEC.gov

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

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

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

Exact text from the filing

February 27, 2024, the Company announced that, because the Company does not expect to have 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”) on or before the deadline that The Nasdaq Hearings Panel (the “Panel”) had given the Company to regain compliance with Nasdaq Listing Rule 5250(c)(1), the Company anticipates that it will r

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Veradigm Inc. entered into Agreement and Plan of Merger with Cascade Bio, Inc. d/b/a ScienceIO valued at $140,000,000 (effective 2024-02-21).

Action: entry
Agreement: merger
Counterparty: Cascade Bio, Inc. d/b/a ScienceIO
Value: $140,000,000
Effective: 2024-02-21

Exact text from the filing

On February 21, 2024, Veradigm Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cascade Bio, Inc., a Delaware corporation d/b/a ScienceIO (“ScienceIO”)

View on SEC.gov

326 earnings releases filed in the last 30 days. Browse all earnings releases →

Source: SEC EDGAR

accession 0001193125-24-047061

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.