UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 18, 2025, the board of directors (the “Board”) of Veradigm Inc. (the “Company”) approved, and on March 18, 2025, the Company and Broadridge Corporate Issuer Solutions, LLC, as rights agent (the “Rights Agent”), entered into, that certain Amendment No. 4 to Stockholder Rights Agreement (“Amendment No. 4”), which amends the Stockholder Rights Agreement, dated as of February 26, 2024 (the “Rights Agreement”), by and between the Company and the Rights Agent, as amended by that certain Amendment No. 1 to Stockholder Rights Agreement, dated as of May 10, 2024 (“Amendment No. 1”), that certain Amendment No. 2 to Stockholder Rights Agreement, dated as of February 13, 2025 (“Amendment No. 2”), and that certain Amendment No. 3 to Stockholder Rights Agreement, dated as of February 20, 2025 (“Amendment No. 3”).
The Rights Agreement was originally entered into on February 26, 2024 and was scheduled to expire at the Close of Business (as defined in the Rights Agreement) on February 26, 2025. On May 10, 2024, the Company and the Rights Agent entered into Amendment No. 1, which amended and restated clause (iv) of the definition of “Beneficial Owner” under the Rights Agreement. On February 13, 2025, the Company and the Rights Agent entered into Amendment No. 2, which amended and restated the definition of “Passive Investor” under the Rights Agreement. On February 20, 2025, the Company and the Rights Agent entered into Amendment No. 3, which extended the Final Expiration Time (as defined in the Rights Agreement) to the Close of Business on August 20, 2025 and changed the Exercise Price (as defined in the Rights Agreement) for each one one-thousandth of a share of Series A Junior Participating Preferred Stock from $50.00 to $32.00 (and made other conforming changes to the Rights Agreement). On March 18, 2025, the Company and the Rights Agent entered into Amendment No. 4, which amended and restated the definitions of “Distribution Time” and “Exempt Person” under the Rights Agreement (and made other related changes to the Rights Agreement).
The foregoing description of the Rights Agreement, Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, which is filed as Exhibit 4.1 to the Company’s Form 8-A filed on February 27, 2024, Amendment No. 1, which is filed as Exhibit 4.2 to the Company’s Form 8-K filed on May 10, 2024, Amendment No. 2, which is filed as Exhibit 4.3 to the Company’s Form 8-K filed on February 20, 2025, Amendment No. 3, which is filed as Exhibit 4.4 the Company’s Form 8-K filed on February 20, 2025, and Amendment No. 4, which is filed as Exhibit 4.5 to this Form 8-K, each of which is incorporated herein by reference.
| Item 3.03. | Material Modification to Rights of Security Holders. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VERADIGM INC. | ||||||
| Date: March 18, 2025 | ||||||
| By: | /s/ Eric Jacobson | |||||
| Name: | Eric Jacobson | |||||
| Title: | Senior Vice President, Deputy General Counsel and Corporate Secretary | |||||