VERADIGM INC. Item 2.02. Results of Operations and Financial Condition.
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In addition, the disclosure under the heading "Estimated Misstatements" under Item 4.02 hereof is incorporated herein by reference.
The information furnished pursuant to this Item 2.02 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard? Transfer of Listing.
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The Notice states that, under Nasdaq rules, the Company has 60 calendar days to submit to Nasdaq a plan (the "Plan") to regain compliance with Nasdaq's continued listing requirements (the "Plan Deadline"). If the Plan is accepted, Nasdaq may grant an extension of up to 180 calendar days to regain compliance. The Company can also regain compliance with Nasdaq's continued listing requirements at any time prior to the Plan Deadline by filing the Form 10-K, along with any subsequent periodic reports that may become due, and by continuing to comply with Nasdaq's other continued listing requirements. The notification letter has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Global Select Market.
The Company intends to file the Form 10-K as soon as practicable and prior to the Plan Deadline; however, no assurance can be given as to the definitive date on which the Form 10-K will be filed.
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Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
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Estimated Misstatements
The Company expects the value of the revenue misstatement to be approximately
Restatement of Financial Statements
The Company expects to file restated financial statements and restated financial information in the Form 10-K, which it expects to file as soon as practicable; however, no assurance can be given as to the definitive date on which the Form 10-K will be filed.
In addition, the restated financial statements will include other adjustments in historical periods, including those that were previously corrected for as immaterial out-of-period adjustments. These other adjustments are unrelated to the items described above.
The Board and management have discussed the matters disclosed in this Item 4.02
with the Company's independent registered public accounting firm,
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Controls and Procedures
The Company expects to report one or more material weaknesses as of
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 the results of the ongoing review, the financial impacts of the misstatements, including the preliminary financial information contained or incorporated herein, the impacts of any material weakness or weaknesses that may be identified and the Company's remediation efforts, and the Company's guidance for its 2023 fiscal year. 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," 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
unanticipated factors that could cause further delay, the possibility that the
ongoing review may identify additional errors or control 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 preliminary nature of the financial results contained or incorporated
herein, and the possibility that such results could materially change as they
are finalized and audited, including as a result of unrelated corrections in
prior periods, and other factors contained in the "Risk Factors" section and
elsewhere in the Company's filings with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Exhibit Description 99.1 Press release issued byVeradigm Inc. onMarch 22, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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