M&A - STREAMLINE HEALTH SOLUTIONS INC.

Form Type: DEFM14A

Filing Date: 2025-07-10

Corporate Action: Merger

Type: New

Accession Number: 000143774925022490

Filing Summary: Streamline Health Solutions, Inc. announced plans for a merger with Mist Holding Co., which will have its virtual Special Meeting on August 7, 2025, where stockholders will vote on the Merger Agreement entered into on May 29, 2025. The Merger will see Merger Sub merged with Streamline, making Streamline a wholly-owned subsidiary of Mist. Shareholders will receive $5.34 in cash per share, representing a significant premium over the stock's prior trading price. The Board recommends adoption of the Merger Agreement. Additionally, stockholders will vote on executive compensation tied to the Merger and the possibility of adjourning the meeting for further proxy solicitation if needed. Voting agreements are in place with stockholders controlling approximately 21.82% of shares. Appraisal rights will be available for dissenting shareholders following Delaware law procedures. The document emphasizes the necessity of stockholder participation in voting and provides methods for submitting proxies.

Form Type: 8-K

Filing Date: 2025-07-01

Corporate Action: Merger

Type: Update

Accession Number: 000143774925021739

Filing Summary: On June 26, 2025, Streamline Health Solutions, Inc. entered into a Seventh Modification to its Loan and Security Agreement with Western Alliance Bank, amending certain financial covenants, including the maximum ARR net leverage ratio and minimum adjusted EBITDA thresholds. Additionally, the company announced a Merger Agreement on May 29, 2025, with Mist Holding Co. and MD BE Merger Sub, Inc. that involves the merger of Merger Sub into Streamline Health, making it a wholly owned subsidiary of Mist Holding Co. The board later approved transaction bonuses for executives contingent upon the merger closing, with specific bonuses awarded to two officers.

Form Type: PREM14A

Filing Date: 2025-06-30

Corporate Action: Merger

Type: New

Accession Number: 000143774925021552

Filing Summary: Streamline Health Solutions, Inc. is proposing a Merger with Mist Holding Co. through a Special Meeting of Stockholders scheduled to take place virtually. The Merger Agreement allows for Mist Holding Co., the parent of MDaudit, to merge with Streamline, making Streamline a wholly owned subsidiary of Mist Holding Co. Stockholders will receive $5.34 in cash for each share owned before the effective time of the merger, representing a 138% premium over Streamline's closing price prior to the public announcement of the merger. The Streamline Board has unanimously recommended voting in favor of the merger. Voting procedures, effects on appraisal rights, and requirements for quorum are detailed. The merger needs at least two-thirds of the voted shares for approval, and the possibility for stockholder abstentions or non-voting is addressed, with abstentions being treated as against the merger.

Form Type: 8-K

Filing Date: 2025-06-16

Corporate Action: Merger

Type: New

Accession Number: 000143774925020516

Filing Summary: On June 16, 2025, Streamline Health Solutions, Inc. announced the issuance of its first quarter fiscal 2025 financial results for the quarter ending April 30, 2025. The announcement included a press release detailing these results. Additionally, it was disclosed that the Company has entered into a definitive merger agreement with MDaudit. The report includes forward-looking statements related to the merger, touching on possible risks and uncertainties regarding its closing and anticipated benefits for shareholders. The document emphasizes the importance of stockholders reading the forthcoming proxy statement and other related materials that will detail further information about the merger and its implications.

Form Type: DEFA14A

Filing Date: 2025-06-16

Corporate Action: Merger

Type: New

Accession Number: 000143774925020517

Filing Summary: On June 16, 2025, Streamline Health Solutions, Inc. reported its first quarter fiscal 2025 financial results for the quarter ending April 30, 2025. The report included a press release discussing the results and also stated that the company has entered into a definitive merger agreement with MDaudit. The filing also indicated that it is soliciting material pursuant to Rule 14a-12 under the Exchange Act, indicating that materials related to the proposed merger will be filed with the SEC, and it emphasizes the importance for stockholders to read the proxy statement and any documents related to the merger for critical information. There are also forward-looking statements included about the potential impacts of the merger on the company’s operations and stockholders.

Form Type: 8-K

Filing Date: 2025-05-29

Corporate Action: Merger

Type: New

Accession Number: 000143774925018850

Filing Summary: On May 29, 2025, Streamline Health Solutions, Inc. entered into an Agreement and Plan of Merger with Mist Holding Co., and MD BE Merger Sub, Inc., under which Merger Sub will merge into the Company, with the Company becoming a wholly owned subsidiary of Mist Holding Co. The Merger involves shareholders receiving $5.34 per share in cash, with certain conditions for shares excluded from the consideration. The Board unanimously approved the Merger Agreement and recommended that stockholders adopt it. Additionally, the Company committed to not solicit alternative acquisition proposals under specified conditions. The consummation of the Merger is contingent on several customary closing conditions, including receiving two-thirds approval from stockholders and ensuring no adverse events occur. Voting Agreements with associates holding 22% of shares were established in support of the merger, with a termination fee of $950,000 payable under specific circumstances. The Company also entered an Amended and Restated Consulting Agreement with 180 Consulting in line with the merger efforts.

Form Type: DEFA14A

Filing Date: 2025-05-29

Corporate Action: Merger

Type: New

Accession Number: 000143774925018851

Filing Summary: On May 29, 2025, Streamline Health Solutions, Inc. entered into an Agreement and Plan of Merger with Mist Holding Co. and MD BE Merger Sub, Inc. Under the agreement, Merger Sub will merge into Streamline Health, with the latter becoming a wholly owned subsidiary of Parent. Each outstanding share will be converted into $5.34 in cash, with certain exclusions. The agreement outlines the treatment of stock options, restricted shares, and warrants at the time of the merger. The Board of Directors has approved the merger and recommended it to shareholders, with conditions for shareholder approval and specific negotiation restrictions. Termination rights, voting agreements, and amendments to consulting agreements are also addressed, alongside disclosures of potential risks and forward-looking statements concerning the transaction. A press release regarding the transaction was issued the same day, and additional details are contained in filed exhibits.

Form Type: DEFA14A

Filing Date: 2025-05-29

Corporate Action: Merger

Type: New

Accession Number: 000143774925018852

Filing Summary: Streamline Health Solutions, Inc. has signed a definitive agreement to merge with MDaudit, a company known for its billing compliance services and focusing on revenue integrity through various solutions. The merger is designed to enhance the capabilities of both organizations, combining Streamline's eValuator and RevID with MDaudit's extensive platform that serves a significant number of providers across numerous healthcare facilities. The two companies aim to broaden their operational efficiencies and create more comprehensive solutions for healthcare organizations, helping clients to address revenue cycle challenges proactively. The completion of the merger is contingent upon shareholder approval and other customary conditions, with an expected closing in the latter half of 2025. Until the merger is finalized, both companies will continue to operate independently, with no immediate changes expected in roles or business strategies.

Form Type: 10-K

Filing Date: 2025-05-02

Corporate Action: Acquisition

Type: Update

Accession Number: 000143774925014208

Filing Summary: In the Annual Report for the fiscal year ended January 31, 2025, Streamline Health Solutions Inc. outlined significant updates regarding its financial performance and acquisitions, particularly focusing on the acquisition of Avelead Consulting, LLC. The reported results indicate a diluted net loss per share and a valuation adjustment related to shares issued and future cash obligations tied to the acquisition earnout liability. The document highlights management's forward-looking statements regarding expected revenues and partnerships, emphasizing strategic initiatives aimed at overcoming competitive challenges and market dynamics. Details about corporate governance, risk factors affecting business operations, and the company's liquidity position were also discussed.