Veradigm Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

VERADIGM INC.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 Results of Operations and Financial Condition.

On June 23, 2025, Veradigm Inc., a Delaware corporation (the “Company”), announced that it has provided a preliminary estimated, unaudited range of GAAP Revenue and preliminary estimated, unaudited cash and debt positions for the fiscal quarter ended March 31, 2025, as well as its preliminary estimated, unaudited range of GAAP Revenue for first quarter 2024 and reaffirmation of fiscal year 2024 and its preliminary estimated, unaudited cash and debt positions as of December 31, 2024 (collectively, the “Financial Information”). The Financial Information is contained in the press release attached hereto as Exhibit 99.1, which also contains a reaffirmation of the Company’s financial outlook for fiscal year 2025, originally provided on March 18, 2025, and outlook regarding the Company’s expected debt position as of June 30, 2025, and is incorporated herein by reference.

The Financial Information is preliminary, and final results for the fiscal quarter ended March 31, 2025, the fiscal quarter ended March 31, 2024 and the fiscal year ended December 31, 2024 may change. These preliminary results are based upon the Company’s estimates and are subject to completion of the Company’s financial closing procedures. In addition, these preliminary results have not been audited by the Company’s independent registered public accounting firm.

The information furnished pursuant to this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.