Veradigm Inc.

On February 28, 2023, Veradigm disclosed that it “detected certain internal control failures related to revenue recognition that have occurred over the prior six quarters, resulting in a mis-statement to reported revenues during those periods.” As a result, the Company reported that it expects “a reduction in revenue from continuing operations of approximately $20 million dollars in the aggregate from what it otherwise reported since the 3rd quarter of 2021 and expected to report for the 4th quarter of 2022.” The Company added that it is “continuing to evaluate the materiality of the mis-statement to determine if the full amount of this adjustment will flow through in the 4th quarter of 2022 or if prior periods will also require adjustment.” As a result, Veradigm revised its 2023 guidance downward and announced that it would not be filing its 2022 annual report on time. On this news, Veradigm’s share price fell $2.12, or 12.8%, to close at $14.49 per share on March 1, 2023, thereby injuring investors.

Then, on March 22, 2023, Veradigm disclosed that it was expanding its “transaction testing and time periods to which they are being applied” to “ensure that any prior errors are fully quantified and corrected.” The Company further disclosed that the cumulative impact of its corrections “will increase to approximately $40 million” and that “the impact for 2021 will require a restatement of the Company’s financial statements as of and for the year ended December 31, 2021.” The Company also decreased its 2023 revenue guidance by $10 million.On this news, Veradigm’s stock price fell $0.39, or 2.9%, to close at $12.98 per share on March 22, 2023.

Then, on June 13, 2023, Veradigm announced that it had identified additional revenue misstatements dating back to fiscal 2020, further disclosing that its internal review regarding accounting and internal control errors would take longer than previously stated. The Company disclosed that it would be unable to timely file its fiscal 2022 annual report. On this news, Veradigm’s stock price fell $0.53, or 4.4%, to close at $11.49 per share on June 14, 2023.

Then, on September 22, 2023, Veradigm disclosed that it had received a delisting notice from Nasdaq due to non-compliance with Nasdaq’s listing requirements.

The complaint filed in this class action alleges that throughout the Class Period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company’s business, operations, and prospects. Specifically, Defendants failed to disclose to investors that: (1) Veradigm had overstated its historical revenues by at least $20 million; (2) Veradigm had artificially inflated its revenue by recording duplicate transactions, among other things, over a more than two-year period; (3) Veradigm had artificially inflated its earnings and margins and materially misrepresented demand for the Company’s products and services during the Class Period; (4) Veradigm had failed to maintain effective internal controls over its financial reporting; (5) Veradigm had failed to comply with Generally Accepted Accounting Principles (“GAAP”) regarding appropriate revenue recognition practices; and (6) as a result, Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis at all relevant times.