Item 1.01. Entry into a Material Definitive Agreement.
On May 6, 2014
, Streamline Health, Inc.
("Streamline"), a subsidiary of
Streamline Health Solutions, Inc.
(the "Company"), signed a definitive asset
purchase agreement (the "Agreement") with CentraMed, Inc.
, a California
corporation ("CentraMed") to purchase substantially all of CentraMed's assets
related to its business of providing healthcare analytics and consulting
services to hospitals, physicians and other providers. Streamline agreed to pay
in cash at closing, plus a contingent cash earn out payment
based on CentraMed's financial performance for the 12 month period beginning six
months after closing. The Agreement includes detailed representations,
warranties and covenants, as well as indemnification and termination provisions
customary for transactions of this type. The closing of the acquisition is
expected to occur in May 2014
, subject to customary closing conditions.
On May 7, 2014
, the Company issued a press release announcing the signing of the
Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.
On May 2, 2014
, the Company received a letter from The NASDAQ Stock Market LLC
("NASDAQ") notifying the Company that it is not in compliance with NASDAQ
Listing Rule 5250(c)(1). The NASDAQ letter, which the Company expected, was
issued in accordance with standard NASDAQ procedures because the Company did not
timely file its Annual Report on Form 10-K for the year ended January 31, 2014
with the Securities and Exchange Commission
The NASDAQ letter requires the Company to submit a plan by July 1, 2014
regain compliance with NASDAQ's filing requirements for continued listing. The
Company expects to file the Form 10-K and regain compliance with this NASDAQ
listing rule prior to the due date of the plan.
On May 7, 2014
, the Company issued a press release announcing the receipt of the
NASDAQ listing compliance letter. A copy of the press release is attached
hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
99.1 Press release, dated May 7, 2014, regarding agreement to acquire
assets of CentraMed.
99.2 Press release, dated May 7, 2014, regarding NASDAQ listing compliance