[S-8 POS] Streamline Health Solutions, Inc. SEC Filing

Rhea-AI Filing Summary

Streamline Health Solutions, Inc. amended multiple Form S-8 registration statements to remove from registration all unsold shares after completing a merger pursuant to an Agreement and Plan of Merger dated August 12, 2025, under which the company became a wholly owned subsidiary of Mist Holding Co. The filing lists prior S-8 registrations covering specific allotments of common stock across years, including a 2024 registration for 6,738,902 shares (6,000,000 under the 2024 Omnibus Incentive Compensation Plan and 738,902 under the 2013 Plan) and earlier registrations totaling millions of shares for the 2013 Plan and inducement awards.

The filing notes that the registered share totals have not been adjusted for the 1-for-15 reverse stock split effected October 4, 2024, and states the company is withdrawing from registration any securities that remain unsold as of the date of this amendment.

Positive

• Merger completed with the registrant surviving as a wholly owned subsidiary of Mist Holding Co., as stated in the filing
• Registrant complied with its undertaking to withdraw unsold securities from Form S-8 registrations

Negative

• Termination of all offerings under the registrants S-8 registration statements, removing public registration of reserved compensation shares
• Registered share totals in the listed S-8s were not adjusted to reflect the 1-for-15 reverse stock split effected October 4, 2024

Insights

Securities Analyst

TL;DR: Merger converted Streamline Health into a private subsidiary and terminated public S-8 offerings, a material change for public equity holders.

The post-effective amendments formally remove unsold shares from multiple Form S-8s after the registrant was merged into a parent company and now survives as a wholly owned subsidiary. This completes the companys undertaking to deregister remaining employee equity offerings. For investors, the action is material because it ends the public registration of equity reserved for compensation plans; the filing explicitly lists the 6,738,902-share 2024 registration and several prior registrations totaling millions of shares. The statement that totals were not adjusted for the 1-for-15 reverse split is an important technical detail for share accounting.

Corporate Governance Expert

TL;DR: The company fulfilled its registration withdrawal obligations following a change in control, an administrative but material corporate governance event.

The amendments document compliance with an undertaking in the original S-8 filings to remove unsold securities upon termination of the offering. By identifying each prior registration statement and specifying the shares reserved under the 2013 and 2024 plans, the filing provides a clear record of which compensation pools are affected. The merger and resultant deregistration mean equity awards that would have relied on those registrations are no longer covered by the public Form S-8 registrations.

As filed with the Securities and Exchange Commission on August 14, 2025

Registration No. 333-280444

Registration No. 333-188764

Registration No. 333-208752

Registration No. 333-220953

Registration No. 333-233728

Registration No. 333-258445

Registration No. 333-265774

Registration No. 333-272995

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-280444

Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-188764

Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-208752

Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-220953

Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-233728

Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-258445

Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-265774

Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-272995

UNDER

THE SECURITIES ACT OF 1933

STREAMLINE HEALTH SOLUTIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		0-28132		31-1455414
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

2400 Old Milton Pkwy., Box 1353

Alpharetta, GA 30009

(203) 883-9490

(Address of Principal Executive Offices) (Zip Code)

Streamline Health Solutions, Inc. 2025 Omnibus Incentive Compensation Plan
Streamline Health Solutions, Inc. Third Amended and Restated 2013 Stock Incentive Plan

(Full title of the plans)

Bryant J. Reeves, III

Chief Financial Officer

2400 Old Milton Pkwy., Box 1353

Alpharetta, Georgia 30009

(888) 997-8732

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

Copies to:

David W. Ghegan

Cody M. Mathis

Troutman Pepper Locke LLP

600 Peachtree Street NE, Suite 3000

Atlanta, Georgia 30308

(404) 885-3139

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer
Non-accelerated filer		x		Smaller reporting company		x
				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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE − DEREGISTRATION OF SECURITIES

These Post-Effective Amendments (these “Post-Effective Amendments”) relate to the following Registration Statements on Form S-8 (each, a “Registration Statement,” and collectively, the “Registration Statements”), filed with the Securities and Exchange Commission (the “SEC”) by Streamline Health Solutions, Inc., a Delaware corporation (the “Registrant”):

● Registration Statement on Form S-8 (No. 333‑188764), filed with the SEC on May 22, 2013, pertaining to the registration of 2,000,000 shares of common stock, par value $0.01 per share (“Common Stock”) of the Registrant reserved for issuance under the Streamline Health Solutions, Inc. Third Amended and Restated 2013 Stock Incentive Plan (the “2013 Plan”);

● Registration Statement on Form S-8 (No. 333‑208752), filed with the SEC on December 24, 2015, pertaining to the registration of (i) an additional 1,600,000 shares of Common Stock of the Registrant reserved for issuance under the 2013 Plan and (ii) 300,000 shares of Common Stock issuable upon the exercise of new employee inducement stock option awards;

● Registration Statement on Form S-8 (No. 333‑220953), filed with the SEC on October 13, 2017, pertaining to the registration of (i) an additional 300,000 shares of Common Stock of the Registrant reserved for issuance under the 2013 Plan and (ii) 75,000 shares of Common Stock issuable upon the exercise of a new employee inducement stock option award;

● Registration Statement on Form S-8 (No. 333‑233728), filed with the SEC on September 12, 2019, pertaining to the registration of (i) an additional 1,000,000 shares of Common Stock of the Registrant reserved for issuance under the 2013 Plan and (ii) 225,000 shares of Common Stock issuable under new-employee inducement restricted stock awards;

● Registration Statement on Form S-8 (No. 333‑258445), filed with the SEC on August 4, 2021, pertaining to the registration of an additional 2,000,000 shares of Common Stock of the Registrant reserved for issuance under the 2013 Plan;

● Registration Statement on Form S-8 (No. 333‑265774), filed with the SEC on June 22, 2022, pertaining to the registration of an additional 2,000,000 shares of Common Stock of the Registrant reserved for issuance under the 2013 Plan;

● Registration Statement on Form S-8 (No. 333‑272995), filed with the SEC on June 28, 2023, pertaining to the registration of an additional 1,000,000 shares of Common Stock of the Registrant reserved for issuance under the 2013 Plan; and

● Registration Statement on Form S-8 (No. 333‑280444), filed with the SEC on June 24, 2024, pertaining to the registration of 6,738,902 shares of Common Stock of the Registrant, which consists of (i) 6,000,000 shares of Common Stock reserved for issuance under the Streamline Health Solutions, Inc. 2024 Omnibus Incentive Compensation Plan (the “2024 Plan”) and (ii) 738,902 shares of Common Stock available for issuance (or which may become available for issuance) under the 2013 Plan.

The number of shares of Common Stock registered under the Registration Statements set forth above have not been adjusted to reflect the 1-for-15 reverse stock split of the issued and outstanding shares of Common Stock effected by the Company on October 4, 2024.

On August 12, 2025, pursuant to the terms of the Agreement and Plan of Merger, dated May 29, 2025, by and among the Registrant, Mist Holding Co., a Delaware corporation and the parent company of Hayes Management Consulting LLC d/b/a MDaudit (“Parent”), and MD BE Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant surviving the Merger as a wholly owned subsidiary of Parent.

As a result of the Merger, the Registrant has terminated, as of the date hereof, all offerings of its securities pursuant to its existing registration statements under the Securities Act of 1933, as amended (the “Securities Act”), including the Registration Statements. In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration by means of a post-effective amendment any of the securities which remain unsold at the termination of the offering, Registrant hereby removes and withdraws from registration all securities of the Registrant registered pursuant to the Registration Statements that remain unsold as of the date hereof, and the Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities. 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on August 14, 2025. No other person is required to sign these Post-Effective Amendments to the Registration Statements on Form S-8 in reliance on Rule 478 of the Securities Act

STREAMLINE HEALTH SOLUTIONS, INC.

By: /s/ Nick Barnes                                             

Nick Barnes

Chief Financial Officer, Treasurer and Secretary 

FAQ

What action did Streamline Health (STRM) take in this Form S-8 post-effective amendment?

The company withdrew and removed from registration all unsold securities under its listed Form S-8 registration statements after completing a merger that made it a wholly owned subsidiary of Mist Holding Co.

How many shares were included in the 2024 Form S-8 registration for STRM?

The 2024 registration covered 6,738,902 shares, consisting of 6,000,000 shares reserved under the 2024 Omnibus Incentive Compensation Plan and 738,902 shares available under the 2013 Plan.

Were the registered shares adjusted for the reverse stock split?

No. The filing states the number of shares registered has not been adjusted to reflect the 1-for-15 reverse stock split effected October 4, 2024.

Which equity plans were affected by the deregistration?

The filing references the Streamline Health Solutions, Inc. 2024 Omnibus Incentive Compensation Plan and the Third Amended and Restated 2013 Stock Incentive Plan.

When did the merger that prompted this deregistration occur?

The Agreement and Plan of Merger referenced in the filing states the merger occurred on August 12, 2025.