Veradigm Inc. (NASDAQ:MDRX) announced today that, as expected, it received a notice from Nasdaq indicating that the Company remains noncompliant with Nasdaq Listing Rule 5250(c)(1) because the Company has not filed its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”), Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Q1 Form 10-Q”) and Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (the “Q2 Form 10-Q”, and together with the Q1 Form 10-Q, the “Form 10-Qs”). Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all periodic reports with the Securities and Exchange Commission (the “SEC”).
The Company previously received notices (the “Prior Notices”) from Nasdaq on March 20, 2023 and on May 18, 2023 that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company had not timely filed the Form 10-K and the Q1 Form 10-Q. The Company received notice (the “Additional Notice”) from Nasdaq on August 16, 2023 that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company had not timely filed the Q2 Form 10-Q. In response to the Prior Notices and pursuant to Nasdaq Listing Rules, on May 18, 2023, the Company submitted to Nasdaq its compliance plan (the “Compliance Plan”) addressing both the Form 10-K and Q1 Form 10-Q filings, which was approved by Nasdaq. The Company plans to submit an update to the Compliance Plan on or prior to August 31, 2023 addressing its plans to file the Q2 Form 10-Q and regain compliance under the Listing Rules.
The Prior Notices and the Additional Notice have no immediate effect on the listing of the Company’s common stock on the Nasdaq Global Select Market. As previously disclosed, the Company has been unable to file the Form 10-K, and consequently, the Form 10-Qs, because of internal control failures that primarily stem from accounting processes and a software tool implemented by the Company in order to comply with the requirements of FASB’s rule ASC 606. While the Company hopes to file the Form 10-K and Form 10-Qs on or prior to September 18, 2023, which is the end of the 180 day “exception period” under the Listing Rules (the “Exception Period”), there can be no assurance that the Company will be able to meet that deadline and regain compliance.
