Streamline Health Solutions Inc. Files 8-K with Multiple Material Events

TL;DR

Streamline Health is in flux: deal terminated, acquisition done, possible delisting, control changes, and exec shifts.

AI Summary

Streamline Health Solutions Inc. filed an 8-K on August 13, 2025, reporting several material events. These include the termination of a material definitive agreement, completion of an acquisition or disposition of assets, and notice of potential delisting or failure to meet listing standards. The company also disclosed material modifications to security holder rights and changes in control of the registrant. Additionally, there were changes in directors or officers and compensatory arrangements, amendments to articles of incorporation or bylaws, and other events.

Why It Matters

This 8-K filing indicates significant corporate actions and potential listing issues for Streamline Health Solutions Inc., which could impact its stock price and investor confidence.

Risk Assessment

Risk Level: high — The filing indicates multiple significant events including potential delisting, changes in control, and termination of agreements, suggesting high operational and financial uncertainty.

Key Players & Entities

• STREAMLINE HEALTH SOLUTIONS INC. (company) — Filer
• 0001008586 (company) — Central Index Key
• 311455414 (company) — EIN
• 20250813 (date) — Filing Date
• 20250812 (date) — Period of Report

FAQ

Key Financial Figures

• $0.01 — h registered Common Stock , par value $0.01 per share STRM Nasdaq Capital Market
• $5.34 — and converted into the right to receive $5.34 per Share in cash, without interest (th

Filing Documents

• strm20250812_8k.htm (8-K) — 56KB
• ex_852231.htm (EX-3.1) — 8KB
• ex_852232.htm (EX-3.2) — 107KB
• ex_852270.htm (EX-99.1) — 9KB
• a01.jpg (GRAPHIC) — 6KB
• 0001437749-25-026379.txt ( ) — 352KB
• strm-20250812.xsd (EX-101.SCH) — 3KB
• strm-20250812_def.xml (EX-101.DEF) — 12KB
• strm-20250812_lab.xml (EX-101.LAB) — 15KB
• strm-20250812_pre.xml (EX-101.PRE) — 12KB
• strm20250812_8k_htm.xml (XML) — 3KB

02

Item 1.02. Termination of a Material Definitive Agreement. In connection with the consummation of the Merger, the Company terminated the Second Amended and Restated Loan and Security Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Loan and Security Agreement"), by and among the Company, certain of the Company's subsidiaries and Western Alliance Bank. In connection with the termination of the Loan and Security Agreement, the Company repaid all loans, interest and other outstanding obligations under the Loan and Security Agreement and all other loan and security documents entered into in connection therewith were terminated.

01

Item 2.01. Completion of Acquisition or Disposition of Assets. On August 12, 2025, the Merger was completed. Upon the consummation of the Merger, the Company became a wholly owned subsidiary of Parent. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

01

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 12, 2025, the Company notified The Nasdaq Stock Market LLC ("Nasdaq") of the consummation of the Merger and requested that Nasdaq file with the SEC a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to delist the Shares from Nasdaq and deregister the Shares under Section 12(b) of the Exchange Act. Upon effectiveness of the Form 25, the Company intends to file with the SEC a Certification and Notice of Termination on Form 15 to deregister the Shares and suspend the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act. Trading of the Shares on Nasdaq was halted prior to the opening of trading on August 12, 2025. The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

03

Item 3.03 Material Modification to Rights of Security Holders. As a result of the Merger, at the Effective Time, each Share that was issued and outstanding immediately prior to the Effective Time (except as described in clause (a) of the Introductory Note above) was cancelled and converted into the right to receive the Merger Consideration. Accordingly, at the Effective Time, the holders of such Shares ceased to have any rights as stockholders of the Company, other than the right to receive the Merger Consideration. The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.

01

Item 5.01 Change in Control of Registrant. As a result of the Merger, at the Effective Time, a change in control of the Company occurred and the Company became a wholly owned subsidiary of Parent. The information set forth in the Introductory Note and Items 2.01, 3.01, 3.03 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.01.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In connection with the Merger, as of the Effective Time, Wyche T. "Tee" Green, III, Matthew W. Etheridge, Justin J. Ferayorni, Kenan H. Lucas, Jonathan R. Phillips, Judith E. Starkey and Benjamin L. Stilwill, constituting all of the members of the board of directors of the Company immediately prior to the Effective Time, each resigned from the board of directors of the Company and from any and all committees thereof on which they served and ceased to be directors of the Company. At the Effective Time, Ritesh Ramesh became the sole director of the Surviving Corporation. In connection with the Merger, as of the Effective Time, Wyche T. "Tee" Green, Benjamin L. Stilwell, Bryant J. Reeves, and Wendy Lovvorn, constituting all of the officers of the Company immediately prior to the Effective Time, resigned from their officer positions with the Company. At the Effective Time, Ritesh Ramesh, the Chief Executive Officer and President of Parent, was appointed as the Chief Executive Officer and President of the Surviving Corporation, and Nick Barnes, the Chief Financial Officer, Treasurer, and Secretary of Parent, was appointed as the Chief Financial Officer, Treasurer, and Secretary of the Surviving Corporation. Mr. Green also ceased to be an employee of the Company as of the Effective Time. The foregoing resignations are by virtue of the consummation of the Merger and were not due to any disagreement with the Company on any matter relating to its operations, policies, or practices. The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.02.

03

Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year. Pursuant to the Merger Agreement, at the Effective Time, the Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company were each amended and restated in their entirety. Copies of the Amended and Restated Certificate of Incorporation of the Surviving Corporation and the Amended and Restated Bylaws of the Surviving Corporation are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

01

Item 8.01 Other Events. On August 12, 2025, the Company and MDaudit issued a joint press release announcing the completion of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 2.1* Agreement and Plan of Merger, by and among Parent, Company, and Merger Sub, dated May 29, 2025 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed May 29, 2025). 3.1# Amended and Restated Certificate of Incorporation of Streamline Health Solutions, Inc. 3.2# Amended and Restated Bylaws of Streamline Health Solutions, Inc. 99.1# Press Release issued on August 12, 2025. 104 Cover Page Interactive Data File (formatted as Inline XBRL) * Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. # Filed herewith

SIGNATURES

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. STREAMLINE HEALTH SOLUTIONS, INC. By: /s/ Nick Barnes Name: Nick Barnes Title: Chief Financial Officer, Treasurer and Secretary Dated: August 13, 2025

View Full Filing

View this 8-K filing on SEC EDGAR