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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 1, 2024
TRUBRIDGE, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
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000-49796
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74-3032373
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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54 St. Emanuel Street,
Mobile, Alabama
(Address of Principal Executive Offices)
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36602
(Zip Code)
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(251) 639-8100
(Registrant’s telephone number, including area code)
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N/A
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each Class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.001 per share
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TBRG
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The NASDAQ Stock Market LLC
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Common Stock Purchase Rights
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N/A
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The NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02.
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Results of Operations and Financial Condition.
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On November 7, 2024, TruBridge, Inc. issued a press release announcing financial information for the third quarter and nine months ended September 30, 2024. The press release is attached as Exhibit 99.1 to this Form 8-K and is furnished to, but not filed with, the Securities and Exchange Commission.
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On November 1, 2024, TruBridge, Inc. (the “Company”) and David A. Dye, the Company’s Chief Operating Officer and a director of the Company, agreed that Mr. Dye will no longer serve as the Company’s Chief Operating Officer, effective December 31, 2024. This agreement followed the decision of the Company’s senior management to eliminate the position of Chief Operating Officer of the Company. Mr. Dye will continue to serve on the Board of Directors of the Company for the remainder of his current term. Mr. Dye’s departure is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 7.01
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Regulation FD Disclosure.
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On November 7, 2024, the Company issued a press release announcing Mr. Dye’s departure as Chief Operating Officer of the Company. The press release is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
The information in Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01.
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Financial Statements and Exhibits.
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ExhibitNumber
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Exhibit
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99.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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TRUBRIDGE, INC.
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By:
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/s/ Vinay Bassi
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Vinay Bassi
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Chief Financial Officer and Treasurer
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Dated: November 7, 2024