Veradigm Receives Expected Delisting Notice from Nasdaq

Veradigm Inc. (NASDAQ: MDRX), a leading provider of healthcare data and technology products and solutions, announced today that, as expected, it received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq Hearings Panel (the “Panel”) has determined to delist the common stock of the Company from Nasdaq (the “Decision”). The Decision indicates that the Company remains noncompliant with Nasdaq Listing Rule 5250(c)(1) and Nasdaq Listing Rule 5620(a).

The Decision indicates that trading in the Company’s common stock will be suspended effective February 29, 2024. The Decision also indicates that the Company may, within 15 calendar days from the date of the Decision, request that the Nasdaq Listing and Hearing Review Council review the Decision and that the Nasdaq Listing and Hearing Review Council may, on its own motion, determine to review any Panel decision within 45 calendar days after issuance of the written decision. The Company does not intend to request that the Nasdaq Listing and Hearing Review Council review the Decision.

As previously disclosed, 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”) 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”). Also as previously disclosed, the Company remains noncompliant with Nasdaq Listing Rule 5620(a), which requires companies listing common stock to hold an annual meeting of stockholders no later than one year after the end of the company’s fiscal year.

The Company is working diligently to file the Form 10-K and the Form 10-Qs, and ultimately to regain compliance with all of the Nasdaq Listing Rules and restore its listing as soon as practicable; however, no assurance can be given as to the definitive date on which such periodic reports will be filed or whether the Company will ultimately regain compliance with all of the Nasdaq Listing Rules and return to being listed on The Nasdaq Global Select Market in the future.

While the Company’s common stock is suspended from trading on Nasdaq, the Company expects that its shares will be quoted on an over-the-counter market with its existing ticker symbol (MDRX).

The delisting also constitutes a “make-whole fundamental change” under the indenture pursuant to which the Company’s outstanding convertible notes were issued.

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