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 May 10, 2024, the board of directors (the “Board”) of Veradigm Inc. (the “Company”) unanimously approved, and on May 10, 2024, the Company entered into, that certain Amendment No. 1 to Stockholder Rights Plan (the “Amendment”), which amends the Stockholder Rights Agreement, dated as of February 26, 2024 (the “Rights Agreement”), by and between the Company and Broadridge Corporate Issuer Solutions, LLC, as rights agent (the “Rights Agent”). The Amendment amended and restated clause (iv) of the definition of “Beneficial Owner” under the Rights Agreement.
The foregoing description of the Rights Agreement and the Amendment 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, and the Amendment, which is filed as Exhibit 4.2 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 8.01. | Other Events. |
Rights Agreement
For the avoidance of any doubt, the penultimate sentence of Section 29 of the Rights Agreement limits the Board’s liability to rights holders (not stockholders in their capacity as stockholders).
Indenture Disclosure
Pursuant to Section 1.05 of the Company’s First Supplemental Indenture dated as of February 5, 2024, the Company is disclosing that, as of March 31, 2024, the Company had cash and cash equivalents of approximately $343 million, funded debt of $208 million (consisting of the principal amount of the 2019 convertible notes), and net cash of $135 million (cash and cash equivalents less funded debt consisting of the principal amount of the 2019 convertible notes).
| 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: May 13, 2024 | ||||||
| By: | /s/ Eric Jacobson | |||||
| Name: | Eric Jacobson | |||||
| Title: | Senior Vice President, Deputy General Counsel and Corporate Secretary | |||||