---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-047061"
form_type: "8-K"
ticker: null
cik: "0001124804"
company_name: "Veradigm Inc."
filed_at: "2024-02-27T23:59:59+00:00"
generated_at: "2026-06-05T10:39:50.444374+00:00"
event_type: "m_and_a"
sentiment: "negative"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Veradigm to acquire ScienceIO for $140M; expects Nasdaq delisting

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-24-047061
- form_type: 8-K
- cik: 0001124804
- company_name: Veradigm Inc.
- filed_at: 2024-02-27T23:59:59+00:00
- event_type: m_and_a
- sentiment: negative
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 3.03, 2.02, 3.01, 3.02, 5.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1124804/000119312524047061/0001193125-24-047061-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1124804/000119312524047061/d793739d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-047061
- JSON: https://secwatch.observer/filing/0001193125-24-047061.json
- Plain text: https://secwatch.observer/filing/0001193125-24-047061.txt

## Key facts
- Earnings Releases
  Veradigm Inc. reported preliminary financial results for fiscal 2023.
  - Period: fiscal 2023
  - Result: preliminary results
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1124804/000119312524047061/0001193125-24-047061-index.htm
- Listing & Compliance Notices
  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)
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1124804/000119312524047061/0001193125-24-047061-index.htm
- Material Agreements
  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
  source text: 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”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1124804/000119312524047061/0001193125-24-047061-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.