UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Streamline Health Solutions, Inc.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT–SUBJECT TO COMPLETION

DATED JUNE 30, 2025

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

[         ], 2025

Dear Fellow Stockholder,

The Board of Directors (the “Streamline Board”) of Streamline Health Solutions, Inc., a Delaware corporation (“Streamline” or the “Company”) cordially invites you to attend a Special Meeting of Stockholders of the Company, to be held virtually on [         ], 2025, at [         ] Eastern Time (including any adjournments or postponements thereof, the “Special Meeting”). The Special Meeting will be a completely virtual meeting of stockholders, conducted via live webcast. If you are a Streamline stockholder as of the close of business on [         ], 2025 (the “Record Date”), you will be able to attend and participate in the virtual Special Meeting, vote your shares electronically and submit your questions prior to and during the meeting by visiting [         ] at the meeting date and time described in the accompanying proxy statement. There is no physical location for the Special Meeting.

As previously announced, on May 29, 2025, we entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) with Mist Holding Co., a Delaware corporation and the parent company of Hayes Management Consulting LLC d/b/a MDaudit (“Parent” and, together with its affiliates, “MDaudit”), and MD BE Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into Streamline, with Streamline continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the “Merger”).

If the Merger is consummated, you will be entitled to receive $5.34 in cash, without interest, for each share of common stock, par value $0.01 per share, of Streamline (“Streamline common stock”) that you own as of immediately prior to the effective time of the Merger (the “Merger Consideration”) (other than any shares of Streamline common stock with respect to which you are entitled to demand, and have perfected a demand, for appraisal rights in accordance with Delaware law). The Merger Consideration represents a 138% premium to Streamline’s closing price on May 28, 2025, the last trading day prior to the public announcement of the Merger, and a 117% premium to Streamline’s 30-day volume weighted average stock price as of May 28, 2025.

The Streamline Board has unanimously (i) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger; (ii) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, the Company and the holders of the shares of Streamline common stock; (iii) recommended that the holders of shares of Streamline common stock adopt the Merger Agreement at the Special Meeting; and (iv) directed that the Merger Agreement be submitted to the holders of shares of Streamline common stock for their adoption at the Special Meeting.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Merger Agreement (the “Merger Proposal”). At the Special Meeting, you also will be asked to consider and vote on (i) a proposal to approve, by non-binding advisory vote, certain compensation that may be paid or become payable to Streamline’s named executive officers in connection with the Merger (the “Compensation Proposal”), and (ii) a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes present or represented by proxy at the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”). The Merger Proposal requires the affirmative vote of at least two-thirds (66 2/3%) of the issued and outstanding shares of Streamline common stock entitled to vote thereon. Each of the Compensation Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the shares of Streamline common stock present or represented by proxy at the Special Meeting and entitled to vote thereon.

The Streamline Board unanimously recommends that Streamline stockholders vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

Concurrently with the execution of the Merger Agreement, certain officers and directors of Streamline and their respective affiliates (collectively, the “supporting stockholders”) entered into Voting and Support Agreements (each, a “Voting Agreement”) with Parent, pursuant to which the supporting stockholders agreed, among other things, to vote all shares of Streamline common stock owned by them in favor of the Merger Proposal, the Adjournment Proposal and any other matters necessary for the consummation of the Merger. At the close of business on the Record Date, the supporting stockholders represented an aggregate of approximately [   ]% of the outstanding shares of Streamline common stock. For more information regarding the Voting Agreements, please see the section of the accompanying proxy statement titled “The Voting Agreements.” For more information regarding the security ownership of the supporting stockholders, please see the section of the accompanying proxy statement titled “Security Ownership of Certain Beneficial Owners and Management.”

Your vote is very important regardless of the number of shares of Streamline common stock that you own. Streamline and Parent cannot complete the Merger without the approval of the Merger Proposal by at least two-thirds (66 2/3%) of the issued and outstanding shares of Streamline common stock entitled to vote on the Merger Proposal. The failure of any Streamline stockholder to vote and any abstentions from voting on the Merger Proposal will have the same effect as a vote “AGAINST” the Merger Proposal.

The failure of any Streamline stockholder to vote will not have any effect on the Compensation Proposal or the Adjournment Proposal (assuming, in the case of the Compensation Proposal, a quorum is present). However, abstentions with respect to the Compensation Proposal and Adjournment Proposal will have the same effect as a vote “AGAINST” the Compensation Proposal and the Adjournment Proposal.

All proposals described in this proxy statement to be voted on at the Special Meeting are considered “non-routine” matters. Accordingly, if you are a beneficial owner and do not provide your bank, brokerage firm or other nominee instructions on how to vote your shares of Streamline common stock, your bank, brokerage firm or other nominee generally will not be permitted to vote your shares on any of the proposals. The effect of not instructing your broker how you wish your shares to be voted will be the same as a vote “AGAINST” the Merger Proposal, but will not have an effect on the Compensation Proposal or the Adjournment Proposal (assuming, in the case of the Compensation Proposal, a quorum is present).

Whether or not you plan to participate in the Special Meeting, Streamline urges you to submit a proxy in advance of the Special Meeting to have your shares voted by using one of the methods described in the accompanying proxy statement. If your shares are held in the name of a bank, brokerage firm or other nominee, please follow the instructions on the voting instruction card furnished by such bank, brokerage firm or other nominee. You must provide voting instructions by filling out the voting instruction card in order for your shares to be voted. If you have any questions or need assistance voting your shares of Streamline common stock, please contact Alliance Advisors, LLC, our proxy solicitor (“Alliance Advisors”), by calling toll-free at 1-844-202-7145.

The accompanying Notice of Special Meeting of Stockholders and proxy statement provide detailed information about the Special Meeting, the Merger Agreement, the Merger, and the proposals to be voted on at the Special Meeting. A copy of the Merger Agreement is attached as Annex A to the proxy statement. The Notice of Special Meeting of Stockholders and proxy statement are also available at [                  ] for record stockholders of the Company and at [                  ] for beneficial stockholders of the Company and the general public. Please carefully read the entire proxy statement and the annexes and documents included in, or incorporated by reference into, the proxy statement. You may also obtain more information about Streamline from the documents Streamline files with the Securities and Exchange Commission, including those incorporated by reference into the accompanying proxy statement.

On behalf of the Streamline Board, thank you for your continued support.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OF THE MERGER AGREEMENT, THE MERGER OR THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT OR DETERMINED IF THE ACCOMPANYING PROXY STATEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. The accompanying proxy statement is dated [                  ], 2025 and, together with the enclosed form of proxy card, is first being mailed to Streamline stockholders on or about [                  ], 2025. 

STREAMLINE HEALTH SOLUTIONS, INC.

2400 Old Milton Pkwy, P.O. Box 1353

Alpharetta, GA 30009

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [         ], 2025

To the Stockholders of Streamline Health Solutions, Inc.:

Notice is hereby given that the Special Meeting of Stockholders of Streamline Health Solutions, Inc. (“Streamline” or the “Company”) will be held virtually via live webcast on [                  ], 2025, at [         ] Eastern Time, at https://meetnow.global//MJHXM7U (including any adjournments or postponements thereof, the “Special Meeting”). For purposes of attendance at the Special Meeting, all references in this proxy statement to “present” shall mean virtually present at the Special Meeting. The Special Meeting is being held for the following purposes:

Only stockholders of record at the close of business on [                  ], 2025 (the “Record Date”), will be entitled to notice of, and to vote at, the Special Meeting and any adjournment or postponement thereof.

The proxy statement of which this notice is a part (a) incorporates important business and financial information about Streamline from other documents that Streamline has filed with the U.S. Securities and Exchange Commission (the “SEC”) and that are contained in or incorporated by reference into this proxy statement and (b) provides a detailed description of the Merger and the Merger Agreement and the other matters to be considered at the Special Meeting, including the proposals listed above. Please refer to the accompanying proxy statement, including the Merger Agreement and the other annexes and documents included in, or incorporated by reference into, the accompanying proxy statement for further information with respect to the business to be transacted at the Special Meeting. You are encouraged to read the entire proxy statement carefully before voting.

The Board of Directors of the Company (the “Streamline Board”) has unanimously (i) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, (ii) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of Streamline and the holders of shares of Streamline common stock, (iii) recommended that holders of shares of Streamline common stock adopt the Merger Agreement at the Special Meeting, and (iv) directed that the Merger Agreement be submitted to the holders of shares of Streamline common stock for adoption at the Special Meeting.

The Streamline Board unanimously recommends that Streamline stockholders vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

Under Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”), holders of Streamline common stock who do not vote in favor of the Merger Proposal will have the right to seek appraisal and obtain payment in cash for the fair value of their shares of Streamline common stock, as determined by the Court of Chancery of the State of Delaware if the Merger is completed, but only if they strictly comply with the procedures set forth in Section 262 of the DGCL. These procedures are summarized in the section titled “Appraisal Rights of Streamline Stockholders” beginning on page 54 of the accompanying proxy statement. In addition, the text of Section 262 of the DGCL is attached as Annex D to the accompanying proxy statement.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF STREAMLINE COMMON STOCK THAT YOU OWN.

Streamline and Parent cannot complete the Merger without the approval of the Merger Proposal by at least two-thirds (66 2/3%) of the issued and outstanding shares of Streamline common stock entitled to vote on the Merger Proposal. The failure of any Streamline stockholder to vote and any abstentions from voting on the Merger Proposal will have the same effect as a vote “AGAINST” the Merger Proposal.

The failure of any Streamline stockholder to vote will not have any effect on the Compensation Proposal or the Adjournment Proposal (assuming, in the case of the Compensation Proposal, a quorum is present). However, abstentions with respect to the Compensation Proposal and Adjournment Proposal will have the same effect as a vote “AGAINST” the Compensation Proposal and the Adjournment Proposal.

All proposals described in this proxy statement to be voted on at the Special Meeting are considered “non-routine” matters. Accordingly, if you are a beneficial owner and do not provide your bank, brokerage firm or other nominee instructions on how to vote your shares of Streamline common stock, your bank, brokerage firm or other nominee generally will not be permitted to vote your shares on any of the proposals. The effect of not instructing your broker how you wish your shares to be voted will be the same as a vote “AGAINST” the Merger Proposal, but will not have an effect on the Compensation Proposal or the Adjournment Proposal (assuming, in the case of the Compensation Proposal, a quorum is present).

Whether or not you plan to participate in the Special Meeting, Streamline urges you to submit a proxy in advance of the Special Meeting to have your shares voted by using one of the methods described in the accompanying proxy statement. If your shares are held in “street name” by a bank, brokerage firm or other nominee, please follow the instructions on the voting instruction card furnished by such bank, brokerage firm or other nominee. You must provide voting instructions by filling out the voting instruction card in order for your shares to be voted. Any stockholder of record participating in the Special Meeting may vote at the Special Meeting even if such stockholder has returned a proxy card. However, if your shares are held in “street name” you must obtain a “legal proxy” from the bank, brokerage firm or other nominee to vote at the Special Meeting.

If you have any questions about the Special Meeting, the Merger Agreement, the Merger, the proposals to be voted on at the Special Meeting or the accompanying proxy statement, would like additional copies of this proxy statement, need to obtain proxy cards or other information related to this proxy solicitation or need help submitting a proxy or voting your shares of Streamline common stock, you should contact:

Streamline Health Solutions, Inc.

2400 Old Milton Pkwy, P.O. Box 1353

Alpharetta, GA 30009

Attention: Corporate Secretary

(888) 997-8732

or

Alliance Advisors, LLC

150 Clove Rd #400

Little Falls Township, NJ 07424
Call Toll Free: 1-844-202-7145

Atlanta, Georgia

[         ], 2025

A proxy statement and proxy card are included herewith. As a stockholder, you are urged to vote. See “General Information—Voting Methods” in the included proxy statement for more information on your voting options. It is important that your shares be voted. In order to avoid the additional expense of further solicitation, we ask your cooperation in voting promptly.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [                  ], 2025.

Our Notice of Special Meeting of Stockholders, proxy statement for the Special Meeting of Stockholders and 2025 Annual Report to Stockholders are available at http://www.envisionreports.com/STRM-SPC for record stockholders of Streamline and at www.edocumentview.com/STRM-SPC for beneficial stockholders of Streamline and the general public. 

TABLE OF CONTENTS

SUMMARY

This summary highlights information contained elsewhere in this proxy statement. We urge you to read carefully the remainder of this proxy statement, including the attached annexes, the documents incorporated by reference into this proxy statement and the other documents to which we have referred you because this section does not provide all the information that might be important to you with respect to the Merger, the Merger Agreement and the related matters being considered at the Special Meeting (as each such capitalized term is defined below). See also the section titled “Where You Can Find More Information” on page 92. We have included page references to direct you to a more complete description of the topics presented in this summary. In this proxy statement, the terms “Streamline,” “the Company,” “we,” “our” and “us” refer to Streamline Health Solutions, Inc. and its wholly owned subsidiaries taken as a whole, unless the context requires otherwise.

Information About the Companies (Page 19)

Streamline Health Solutions, Inc.

2400 Old Milton Pkwy

P.O. Box 1353

Alpharetta, Georgia 30009

(888) 997-8732

Streamline Health Solutions, Inc. is a Delaware corporation that enables healthcare organizations to proactively address revenue leakage and improve financial performance. Streamline delivers integrated solutions, technology-enabled services and analytics that drive compliant revenue leading to improved financial performance across the enterprise. The common stock, par value $0.01 per share, of the Company (“Streamline common stock”) is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “STRM.”

Additional information about Streamline is included in the documents incorporated by reference into this proxy statement. See the section titled “Where You Can Find More Information” beginning on page 92 of this proxy statement.

Mist Holding Co.

c/o MDaudit

800 Lexington St., Waltham Plaza #1038

Waltham, Massachusetts 02452

(617) 559-0404

Mist Holding Co. (“Parent” and, together with its affiliates, “MDaudit”) is a Delaware corporation. Parent is a holding company that conducts substantially all activities through its wholly owned subsidiary, Hayes Management Consulting LLC, a Massachusetts limited liability company doing business as “MDaudit.” MDaudit is a leading healthcare technology provider that partners with the nation’s premier healthcare systems to reduce compliance risk, improve efficiency, retain revenue, and enhance communication between cross-functional teams. Bringing solutions to an industry in transformation, MDaudit enables organizations to minimize billing risks and maximize revenue with an AI-powered, integrated, cloud-based platform that leverages the power of collaboration between people and sophisticated technology to keep humans at the forefront of decision-making while driving sustainable change.

MD BE Merger Sub, Inc.

c/o MDaudit

800 Lexington St., Waltham Plaza #1038

Waltham, Massachusetts 02452

(617) 559-0404

MD BE Merger Sub, Inc. (“Merger Sub”) is a Delaware corporation and a wholly owned subsidiary of Parent. Merger Sub was incorporated by Parent solely in contemplation of the transactions contemplated by the Agreement and Plan of Merger, dated as of May 29, 2025 (as it may be amended from time to time, the “Merger Agreement”), by and among Streamline, Parent, and Merger Sub, pursuant to which, and upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into Streamline, with Streamline continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the “Merger”). Merger Sub has not conducted any business and has no assets, liabilities, or obligations of any nature other than as set forth in the Merger Agreement. Upon completion of the Merger, Merger Sub will cease to exist and Streamline will continue as the surviving corporation (the “surviving corporation”).

Merger Agreement (Page 55)

A copy of the Merger Agreement is attached as Annex A to this proxy statement. Streamline encourages you to read the entire Merger Agreement carefully because it is the principal document governing the Merger. For more information on the Merger Agreement, see the section titled “The Merger Agreement” beginning on page 55 of this proxy statement.

Effects of the Merger (Page 25)

Upon the terms and subject to the conditions of the Merger Agreement and in accordance with Delaware law, Merger Sub will merge with and into Streamline, whereupon the separate existence of Merger Sub will cease, and Streamline will survive the Merger as a wholly-owned subsidiary of MDaudit.

Merger Consideration (Page 26)

At the effective time of the Merger (the “Effective Time”), each share of Streamline common stock issued and outstanding immediately prior to the Effective Time (other than any dissenting shares or other excluded shares, as further described below) will automatically be cancelled and converted into the right to receive $5.34 per share in cash, without interest (the “Merger Consideration”).

Any shares of Streamline common stock held by holders who have not voted in favor of the adoption of the Merger Agreement (or consented thereto in writing) and who are entitled to demand, and who have perfected a demand, for appraisal rights of such shares in accordance with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) are considered “dissenting shares” and will not be converted into the right to receive the Merger Consideration, but instead will be entitled to only such rights as are granted by Section 262 of the DGCL. Any shares of Streamline common stock held by the Company as treasury stock and not held on behalf of third parties, and any shares of Streamline common stock owned by Parent, Merger Sub or any direct or indirect wholly owned subsidiary of Parent or Merger Sub (which, together with any dissenting shares, are considered “excluded shares”) will be cancelled for no consideration.

For additional information on the Merger Consideration and the treatment of Streamline common stock in connection with the Merger, see the section titled “The Merger Agreement—Effect of the Merger on Streamline Common Stock” beginning on page 56 of this proxy statement.

Treatment of Streamline Equity Awards (Pages 49 and 57)

At the Effective Time, each restricted stock award corresponding to shares of Streamline common stock granted under the Company’s equity plans (each, a “Company Restricted Share”) that is outstanding and unvested as of the Effective Time will automatically be cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of Streamline common stock corresponding to such Company Restricted Shares immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration, less applicable withholding taxes.

At the Effective Time, each option to purchase shares of Streamline common stock granted under the Company’s equity plans (each, a “Company Option”) that is outstanding and unexercised as of the Effective Time (whether vested or unvested) and has a per share exercise price that is less than the Merger Consideration will automatically be cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of Streamline common stock subject to such Company Option immediately prior to the Effective Time, multiplied by (ii) the excess of the Merger Consideration over the exercise price per share of Streamline common stock subject to such Company Option, less applicable withholding taxes. Each Company Option that is outstanding and unexercised as of the Effective Time (whether vested or unvested) and has a per share exercise price that is equal to or greater than the Merger Consideration will automatically be cancelled for no consideration. As of the date of this proxy statement, each outstanding Company Option was “out of the money” because it has a per share exercise price that is equal to or greater than the Merger Consideration and will be cancelled at the Effective Time for no consideration.

For additional information on the treatment of Streamline equity awards in connection with the Merger, see the sections titled “The Merger Agreement—Treatment of Streamline Equity Awards” and “The Merger—Interests of Streamline’s Directors and Executive Officers in the Merger—Treatment of Streamline Equity Awards.”

Treatment of Streamline Warrants (Page 57)

At the Effective Time, each warrant to purchase shares of Streamline common stock (each, a “Company Warrant”) that is outstanding and unexercised as of the Effective Time and has a per share exercise price that is less than the Merger Consideration will be cancelled and converted into the right to receive a cash payment equal to (i) the number of shares of Streamline common stock subject to the Company Warrant immediately prior to the Effective Time, multiplied by (ii) the excess of the Merger Consideration over the exercise price per share of Streamline common stock subject to such Company Warrant, less applicable withholding taxes. Each Company Warrant that is outstanding and unexercised as of the Effective Time and has a per share exercise price that is equal to or greater than the Merger Consideration will be cancelled for no consideration. As of the date of this proxy statement, each outstanding Company Warrant was “out of the money” because it has a per share exercise price that is equal to or greater than the Merger Consideration and will be cancelled at the Effective Time for no consideration.

For additional information on the treatment of Streamline warrants in connection with the Merger, see the sections titled “The Merger Agreement—Treatment of Streamline Warrants” and “The Merger—Interests of Streamline’s Directors and Executive Officers in the Merger—Treatment of Streamline Warrants.”

Streamline Special Meeting (Page 20)

Purposes of the Special Meeting

A Special Meeting of Stockholders of the Company will be held virtually on [         ], 2025, at [         ] Eastern Time (including any adjournments or postponements thereof, the “Special Meeting”). At the Special Meeting, Streamline stockholders will be asked to vote upon the following proposals:

In accordance with Streamline’s Amended and Restated Bylaws, dated March 28, 2014 (the “Bylaws”), the only business that will be brought before the Special Meeting are the Merger Proposal, the Compensation Proposal and the Adjournment Proposal, as stated in the accompanying notice of the Special Meeting.

Record Date

The record date for the determination of stockholders entitled to notice of and to vote at the Special Meeting is [          ], 2025 (the “Record Date”). Only Streamline stockholders who held shares of record as of the close of business on the Record Date are entitled to receive notice of, and vote at, the Special Meeting and any adjournment or postponement of the Special Meeting. Streamline’s official stock ownership records will conclusively determine whether a stockholder is a “holder of record” as of the Record Date.

Required Vote

For more information, see the section titled “The Special Meeting—Required Vote; Treatment of Abstentions and Failure to Vote.”

Recommendation of the Streamline Board and Reasons for the Merger (Page 34)

At its May 28, 2025 meeting held to evaluate the Merger, the Board of Directors of the Company (the “Streamline Board”) unanimously (i) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger; (ii) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, the Company and the holders of the shares of Streamline common stock; (iii) recommended that the holders of shares of Streamline common stock adopt the Merger Agreement at the Special Meeting; and (iv) directed that the Merger Agreement be submitted to the holders of shares of Streamline common stock for their adoption at the Special Meeting. Accordingly, the Streamline Board recommends that Streamline stockholders vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal, and “FOR” the Adjournment Proposal.

In evaluating the Merger Agreement and arriving at its determination, the Streamline Board held a number of meetings, consulted with Streamline’s management, the Streamline Board’s financial advisor, Cain Brothers, a division of KeyBanc Capital Markets Inc. (“Cain Brothers”), and Streamline’s outside legal counsel, Troutman Pepper Locke LLP, and considered a number of substantive factors, both positive and negative, and potential benefits and detriments of the Merger to Streamline and Streamline stockholders, as described in more detail in the section titled “The Merger—Recommendation of the Streamline Board and Reasons for the Merger.”

Opinion of the Streamline Board’s Financial Advisor (Page 39)

On May 28, 2025, Cain Brothers rendered an oral opinion to the Streamline Board, which was subsequently confirmed in a written opinion as of the same date, as to the fairness, from a financial point of view, to the holders of Streamline common stock (other than Parent or any affiliate of Parent) of the Merger Consideration to be received by such holders pursuant to the Merger Agreement, based upon and subject to the various limiting conditions, qualifications, assumptions and other matters set forth therein with respect to the review undertaken by Cain Brothers.

The full text of Cain Brothers’ written opinion, dated May 28, 2025, is attached to this proxy statement as Annex C and incorporated by reference herein. You should read Cain Brothers’ opinion carefully and in its entirety for a discussion of, among other things, the scope of the review undertaken and the assumptions made, procedures followed, matters considered and qualifications and limitations with respect to the review undertaken by Cain Brothers in connection with its opinion. This summary is qualified in its entirety by reference to the full text of the opinion. Cain Brothers’ opinion was prepared for the use of the Streamline Board and addressed only the fairness from a financial point of view, as of the date of the opinion, of the Merger Consideration to be received by the holders of Streamline common stock (other than Parent or any affiliate of Parent) pursuant to the Merger Agreement. It does not constitute advice or a recommendation as to how any holders of Streamline common stock should vote with respect to the Merger or any other matter and does not in any manner address the price at which shares of Streamline common stock will trade at any time, if ever.

For further discussion of Cain Brother’s opinion, see the section titled “The Merger—Opinion of the Streamline Board’s Financial Advisor”.

Financing of the Merger (Page 54)

The consummation of the Merger is not conditioned upon receipt of financing by Parent. Parent has represented in the Merger Agreement that it has sufficient unrestricted cash on hand or other sources of immediately available funds to enable it to consummate the transactions contemplated by the Merger Agreement and pay the Merger Consideration under the Merger Agreement in accordance with the terms and conditions of the Merger Agreement and to make all other necessary payments of fees and expenses in connection with the transactions contemplated by the Merger Agreement.

Delisting and Deregistration of Streamline Common Stock (Page 54)

When the Merger is completed, the Streamline common stock will be delisted from Nasdaq and will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, following the Merger and such deregistration, we will no longer file periodic reports with the SEC.

Material U.S. Federal Income Tax Consequences of the Merger (Page 88)

The receipt of cash in exchange for Streamline common stock pursuant to the Merger generally will be a taxable transaction for U.S. federal income tax purposes. U.S. Holders (as defined below under “Material U.S. Federal Income Tax Consequences of the Merger—U.S. Holders”) generally will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any between (a) the amount of cash received and (b) the U.S. Holder’s adjusted tax basis in the Streamline common stock surrendered in exchange.

Except in certain specific circumstances described below under “Material U.S. Federal Income Tax Consequences of the Merger—Non-U.S. Holders,” a Non-U.S. Holder (as defined below under “Material U.S. Federal Income Tax Consequences of the Merger—Non-U.S. Holders”) generally will not be subject to U.S. federal income tax unless such Non-U.S. Holder has certain connections with the United States.

The U.S. federal income tax consequences described above may not apply to all holders of Streamline common stock. You should read the section titled “Material U.S. Federal Income Tax Consequences of the Merger” for a more complete discussion of the U.S. federal income tax consequences of the Merger to you. Tax matters are complicated and the tax consequences of the Merger to you will depend on your particular tax situation. You should consult your tax advisor to determine the applicable U.S. federal, state, local and non-U.S. tax consequences of the Merger to you.

Expected Timing of the Merger (Page 25)

In order to complete the Merger, Streamline must obtain stockholder approval of the Merger Proposal described in this proxy statement and the other conditions to the closing of the Merger (the “Closing”) under the Merger Agreement must be satisfied or waived. The parties to the Merger Agreement currently expect to complete the Merger in the third quarter of 2025, although none of the parties can assure completion by any particular date, if at all. It is possible, including as a result of factors outside the control of the parties to the Merger Agreement, that the Merger will be consummated at a later time or not at all.

For more information on the conditions to Closing, see the section titled “The Merger Agreement—Conditions to the Merger.”

Conditions to the Merger (Page 73)

Each party’s obligation to effect the Merger is subject to the satisfaction or waiver of certain customary conditions, including: (i) the adoption of the Merger Agreement by the holders of at least two-thirds (66 2/3%) of the issued and outstanding shares of Streamline common stock entitled to vote thereon (which condition is not waivable); and (ii) the absence of any law or order issued by any court or other governmental authority of competent jurisdiction restraining, enjoining, rendering illegal, or otherwise preventing the consummation of the Merger.

In addition, the obligations of Parent and Merger Sub to effect the Merger are subject to the satisfaction or waiver by Parent of the following conditions: (i) the accuracy of the representations and warranties of Streamline contained in the Merger Agreement (subject to certain materiality qualifications); (ii) Streamline’s performance in all material respects with all of the obligations required to be performed by it under the Merger Agreement prior to the date of the Closing (the “Closing Date”); (iii) the absence of a “Material Adverse Effect” (as described in the section of this proxy statement titled “The Merger Agreement—Representations and Warranties”) since the date of the Merger Agreement; and (iv) the delivery of an officer’s certificate by Streamline certifying that the foregoing three conditions have been satisfied.

The obligation of Streamline to effect the Merger is also subject to the satisfaction or waiver by Streamline of the following conditions: (i) the accuracy of the representations and warranties of Parent and Merger Sub contained in the Merger Agreement (subject to certain materiality qualifications); (ii) Parent’s and Merger Sub’s performance in all material respects with all of the obligations required to be performed by them under the Merger Agreement prior to the Closing Date; and (iii) the delivery of an officer’s certificate by Parent and Merger Sub certifying that the foregoing two conditions have been satisfied.

Consummation of the Merger is not subject to any financing condition. For more information on the conditions to Closing, see the section titled “The Merger Agreement—Conditions to the Merger.”

No Solicitation of Other Offers by Streamline (Page 65)

As more fully described in this proxy statement and in the Merger Agreement, during the period from the date of the Merger Agreement and until the earlier of the Effective Time or the date the Merger Agreement is terminated, Streamline has agreed not to directly or indirectly, (i) initiate, solicit, propose or knowingly encourage or knowingly facilitate any inquiries or proposals that constitute an acquisition proposal, (ii) engage in any discussions or negotiations regarding, or provide any nonpublic information or data relating to, an acquisition proposal, (iii) furnish to any third person any non-public information with the intent to induce an acquisition proposal, or (iv) approve, endorse or recommend any proposal that constitutes, or would reasonably be expected to lead to, an acquisition proposal, subject to customary exceptions.

Prior to approval of the Merger Proposal by the Streamline stockholders, in the event Streamline receives a bona fide written acquisition proposal that did not result from a breach of Streamline’s non-solicitation and related obligations and the Streamline Board determines in good faith based on information then available and after consultation with its financial advisor and outside legal counsel that (i) such acquisition proposal constitutes, or is reasonably likely to result in, a superior proposal and (ii) failure to take such action would be reasonably likely to be inconsistent with its fiduciary obligations to the Streamline stockholders under applicable law, Streamline may provide information to, and engage or participate in discussions or negotiations with, the person making the acquisition proposal, subject to complying with certain notice requirements and other specified conditions.

For more information on Streamline’s non-solicitation obligations, including information on what constitutes an “acquisition proposal” and a “superior proposal” for purposes of the Merger Agreement, see the section titled “The Merger Agreement—No Solicitation of Other Offers by Streamline.”

Changes in Board Recommendation (Page 67)

Subject to certain exceptions described below, the Streamline Board is required to recommend that Streamline stockholders vote in favor of the Merger Proposal and may not change such recommendation in a manner adverse to Parent.

Prior to the approval of the Merger Proposal by the Streamline stockholders, the Streamline Board may make an adverse recommendation change (i) in response to an acquisition proposal, if the Streamline Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that the acquisition proposal constitutes a superior proposal and that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary obligations under applicable law, or (ii) in response to an intervening event, if the Streamline Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary obligations under applicable law, subject to complying with certain procedural requirements. These requirements include:

For more information on the Streamline Board’s ability to effect an adverse recommendation change, including information on the actions and events that constitute an “adverse recommendation change” or “intervening event” for purposes of the Merger Agreement, see the section titled “The Merger Agreement—Change of Recommendation; Match Rights”.

In the event that the Streamline Board is permitted by the Merger Agreement to effect an adverse recommendation change in response to a superior proposal, Streamline may also terminate the Merger Agreement to concurrently enter into an alternative acquisition agreement providing for such superior proposal if, prior to or concurrently with such termination, Streamline pays to Parent the termination fee of $950,000 (the “Termination Fee”) required to be paid to Parent as described in the section titled “The Merger Agreement—Termination Fee and Expenses.”

Termination of the Merger Agreement (Page 74)

Among other customary circumstances, either Parent or Streamline may terminate the Merger Agreement prior to the Effective Time if:

Each of these mutual rights to terminate the Merger Agreement are generally not available to a party whose breach (and, in the case of Parent, including any breach by Merger Sub) of any representation, warranty, covenant or agreement set forth in the Merger Agreement has proximately caused the circumstance giving rise to the termination right.

Streamline may also terminate the Merger Agreement in other circumstances, including:

Parent may also terminate the Merger Agreement in other circumstances, including:

The Merger Agreement may also be terminated by the mutual written consent of Parent and Streamline. For more details regarding the termination of the Merger Agreement, see the section titled “The Merger Agreement—Termination of the Merger Agreement.”

Termination Fee and Expenses (Page 75)

Streamline must pay Parent the Termination Fee if the Merger Agreement is terminated in certain circumstances, including:

In no event will Streamline be required to pay the Termination Fee on more than one occasion.

The triggers for the Termination Fee are subject to additional conditions or qualifications, which are described in greater detail in the section titled “The Merger Agreement—Termination Fee and Expenses.”

Specific Performance (Page 76)

The Merger Agreement provides that the parties will be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches or threatened breaches of the Merger Agreement and to enforce specifically the performance of the terms and provisions thereof, including the right to cause each other party to consummate the Merger and the other transactions contemplated by the Merger Agreement.

For more information, see the section titled “The Merger Agreement—Specific Performance.”

Voting Agreement (Page 77)

Concurrently with the execution of the Merger Agreement, certain officers and directors of Streamline and their respective affiliates (collectively, the “supporting stockholders”), entered into Voting and Support Agreements (each, a “Voting Agreement”) with Parent, pursuant to which the supporting stockholders agreed, among other things, to vote all shares of Streamline common stock owned by them (i) in favor of the Merger Proposal, the Adjournment Proposal and any other matters necessary for the consummation of the Merger, and (ii) against any alternative acquisition proposal from a third party, any action or proposal in furtherance of such an acquisition proposal, and any other actions that are intended to, or would reasonably be expected to, result in the conditions to Closing not being satisfied or a breach by Streamline of the Merger Agreement, change the capitalization of Streamline or the voting rights of Streamline’s securities, or otherwise impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger, subject to certain termination rights set forth in the Voting Agreements. Nothing in the Voting Agreements will affect any actions taken by a supporting stockholder or any of such stockholder’s affiliates (or any officer, director or employee thereof) solely in his or her capacity as a director or officer of Streamline or from complying with his or her fiduciary obligations solely to the extent acting in such person’s capacity as a director or officer of Streamline. At the close of business on the Record Date, the supporting stockholders represented an aggregate of approximately [     ]% of the outstanding shares of Streamline common stock.

For more information regarding the Voting Agreements, please see the section titled “The Voting Agreements.” For more information regarding the security ownership of the supporting stockholders, please see the section of this proxy statement entitled “Security Ownership of Certain Beneficial Owners and Management.”

Appraisal Rights of Streamline Stockholders (Pages 54 and 78)

Streamline stockholders who do not vote in favor of approval of the Merger Proposal, who continuously hold their shares of Streamline common stock through the effective date of the Merger and who otherwise comply precisely with the applicable provisions of Section 262 of the DGCL will be entitled to seek appraisal of the fair value of their shares of Streamline common stock, as determined by the Delaware Court of Chancery, if the Merger is completed, in lieu of receiving the Merger Consideration in respect of such shares. The “fair value” of your shares of Streamline common stock as determined by the Delaware Court of Chancery could be greater than, the same as, or less than the value of the Merger Consideration that you would otherwise be entitled to receive under the terms of the Merger Agreement. Streamline stockholders who wish to exercise the right to seek an appraisal of their shares must so advise Streamline by submitting a written demand for appraisal in the form described in this proxy statement prior to the vote to approve the Merger Proposal and must otherwise follow the procedures prescribed by Section 262 of the DGCL. For further detail regarding appraisal rights, see the sections titled “The Merger Agreement—Effect of the Merger on Streamline Common Stock—Shares of Dissenting Stockholders” and “Appraisal Rights of Streamline Stockholders.”

The text of Section 262 of the DGCL is attached as Annex D to this proxy statement. You are encouraged to read these provisions carefully and in their entirety. Due to the complexity of the procedures for exercising appraisal rights, Streamline stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel and their financial advisors. Failure to strictly comply with these provisions may result in the loss of appraisal rights.

Interests of Streamline’s Directors and Executive Officers in the Merger (Page 48)

Streamline’s directors and executive officers may have interests in the Merger that may be different from, or in addition to, those of Streamline stockholders generally. These interests include, among others, (i) vesting of Company Restricted Shares held by certain of Streamline’s directors and officers, (ii) potential severance payments and benefits that certain Streamline directors and executive officers may become entitled to receive following the Effective Time upon a qualifying termination of employment, (iii) payments or bonuses that certain Streamline directors and executive officers may become entitled to receive following the Effective Time under individual bonus and employment agreements in an aggregate amount equal to $120,000, and (iv) rights to indemnification, advancement of expenses and directors’ and officers’ liability insurance that will survive the completion of the Merger. The Streamline Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, in approving the Merger Agreement and the transactions contemplated by the Merger Agreement, and in recommending the approval of the Merger Proposal by the Streamline stockholders.

See the section titled “The Merger—Interests of Streamline’s Directors and Executive Officers in the Merger” for a more detailed description of these interests.

Market Prices of Streamline Common Stock (Page 85)

The Merger Consideration of $5.34 per share represents a 138% premium to Streamline’s closing price on May 28, 2025 (the last trading day prior to the public announcement of the Merger) and a 117% premium to Streamline’s 30-day volume weighted average stock price as of May 28, 2025. The closing price of Streamline common stock on Nasdaq on [                   ], 2025, the most recent practicable date prior to the date of this proxy statement, was $[    ] per share. You are encouraged to obtain current market prices of Streamline common stock in connection with voting your shares of Streamline common stock.

Additional Information (Page 92)

You can find more information about Streamline in the periodic reports and other information we file with the U.S. Securities and Exchange Commission (the “SEC”). The information is available at the website maintained by the SEC at http://www.sec.gov.

QUESTIONS AND ANSWERS

The following are some questions that you, as a Streamline stockholder, may have regarding the Merger and the Special Meeting and the answers to those questions. Streamline urges you to carefully read the remainder of this proxy statement because the information in this section does not provide all the information that might be important to you with respect to the Merger and the Special Meeting. Additional important information is also contained in the annexes to, and the documents incorporated by reference into, this proxy statement.

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Streamline Health Solutions, Inc.

2400 Old Milton Pkwy, P.O. Box 1353

Alpharetta, GA 30009

Attention: Corporate Secretary

(888) 997-8732

or

Alliance Advisors, LLC

150 Clove Rd #400

Little Falls Township, NJ 07424
1-844-202-7145

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and other documents incorporated by reference into this proxy statement contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include, without limitation, projections, predictions, expectations, or beliefs about future events or results and all other statements that are not statements of historical fact. Such statements may include statements regarding the Closing and the expected timing thereof, the expected value provided to stockholders as a result of the Merger, the management of the Company upon closing of the Merger, the Company’s operating and strategic plans upon closing of the Merger, and expectations or projections regarding the Company’s future financial performance or business outlook. Such forward-looking statements are based on various assumptions as of the time they are made, all of which are subject to change, and are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are often accompanied by words that convey projected future events or outcomes such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “potential,” “aim,” “could,” “would,” “seek,” “might,” “considered,” “continue,” “target” or words of similar meaning or the negatives of these words or other statements concerning opinions or judgments of the Company or its management about future events or outcomes or that otherwise convey uncertainty about future events or outcomes.

By their nature, forward-looking statements address matters that involve risks and uncertainties because they relate to events and depend upon future circumstances that may or may not occur, such as the Closing and the anticipated benefits thereof. There can be no assurance that actual results, performance, or achievements of the Company will not differ materially from any projected future results, performance or achievements expressed or implied by such forward-looking statements or any related oral statements. Actual future results, performance or achievements may differ materially from historical results or those anticipated depending on a variety of factors, some of which are beyond the control of the Company, including, but not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (ii) the inability to close the Merger due to the failure to obtain stockholder approval for the Merger or the failure to satisfy other conditions to closing of the Merger; (iii) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the Merger; (iv) unexpected costs, charges or expenses resulting from the Merger; (v) the Company’s ability to retain and hire key personnel; (vi) certain restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (vii) the ability of MDaudit to obtain necessary financing arrangements, if any; (viii) potential litigation relating to the Merger that could be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto; (ix) the effect of the announcement of the Merger on the Company’s relationships with its customers, operating results and business generally; (x) continued availability of capital and financing and rating agency actions; (xi) legislative, regulatory and economic developments affecting the Company’s business; (xii) general economic and market developments and conditions; (xiii) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, pandemics, outbreaks of war or hostilities, as well as the Company’s response to any of the aforementioned factors; (xiv) significant transaction costs associated with the Merger; (xv) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; and (xvi) the risk that the Merger will not be consummated in a timely manner, if at all. Additional risk factors that could cause actual results to differ materially from expectations include, but are not limited to, the risks identified by the Company in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s Form 10-K for the fiscal year ended January 31, 2025, as amended, and comparable sections of the Company’s Quarterly Reports on Form 10-Q and other filings, which have been filed with the SEC and are available on the SEC’s website at www.sec.gov.

While the list of factors presented here and in such filings with the SEC is considered representative, no such list should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. All of the forward-looking statements made in this proxy statement are expressly qualified by the cautionary statements contained or referred to herein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Company or its business or operations. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material impact on the Company’s financial condition, results of operations, credit rating or liquidity.

Readers are cautioned not to rely on the forward-looking statements contained in this proxy statement and other documents incorporated by reference into this proxy statement. Forward-looking statements speak only as of the date they are made, and the Company does not undertake any obligation to update, revise or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

INFORMATION ABOUT THE COMPANIES

Streamline Health Solutions, Inc.

2400 Old Milton Pkwy

P.O. Box 1353

Alpharetta, Georgia 30009

(888) 997-8732

Streamline is a Delaware corporation that enables healthcare organizations to proactively address revenue leakage and improve financial performance. Streamline delivers integrated solutions, technology-enabled services and analytics that drive compliant revenue leading to improved financial performance across the enterprise. Streamline common stock is listed on Nasdaq under the symbol “STRM.”

Additional information about Streamline is included in the documents incorporated by reference into this proxy statement. See the section titled “Where You Can Find More Information” beginning on page 92 of this proxy statement.

Mist Holding Co.

c/o MDaudit

800 Lexington St., Waltham Plaza #1038

Waltham, Massachusetts 02452

(617) 559-0404

Parent is a Delaware corporation. Parent is a holding company that conducts substantially all activities through its wholly owned subsidiary, Hayes Management Consulting LLC, a Massachusetts limited liability company doing business as “MDaudit.” MDaudit is a leading healthcare technology provider that partners with the nation’s premier healthcare systems to reduce compliance risk, improve efficiency, retain revenue, and enhance communication between cross-functional teams. Bringing solutions to an industry in transformation, MDaudit enables organizations to minimize billing risks and maximize revenue with an AI-powered, integrated, cloud-based platform that leverages the power of collaboration between people and sophisticated technology to keep humans at the forefront of decision-making while driving sustainable change.

MD BE Merger Sub, Inc.

c/o MDaudit

800 Lexington St., Waltham Plaza #1038

Waltham, Massachusetts 02452

(617) 559-0404

Merger Sub is a Delaware corporation and a wholly owned subsidiary of Parent. Merger Sub was incorporated by Parent solely in contemplation of the transactions contemplated by the Merger Agreement. Merger Sub has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in the Merger Agreement. Upon completion of the Merger, Merger Sub will cease to exist and Streamline will continue as the surviving corporation.

THE SPECIAL MEETING

General

This proxy statement is first being mailed on or about [            ], 2025 and constitutes notice of the Special Meeting in conformity with the requirements of the DGCL and the Bylaws.

This proxy statement is being provided to Streamline stockholders as part of a solicitation of proxies by the Streamline Board for use at the Special Meeting and at any adjournments or postponements of such Special Meeting. This proxy statement provides Streamline stockholders with important information about the Special Meeting and the proposals to be voted on at the Special Meeting. Streamline stockholders should carefully read this proxy statement, including any documents incorporated by reference into this proxy statement and the annexes to this proxy statement, in its entirety.

Date, Time and Place of the Special Meeting

The Special Meeting will be held virtually on [   ], 2025, at [          ] Eastern Time. Streamline stockholders as of the close of business on the Record Date will be entitled to notice of, and to vote at, the Special Meeting by visiting https://meetnow.global/MJHXM7U. You will not be able to attend the Special Meeting physically in person.

Shares of Streamline common stock held directly in your name as a stockholder of record may be voted at the Special Meeting via https://meetnow.global/MJHXM7U, using the 15-digit control number located on your proxy card. If you did not receive a 15-digit control number and wish to vote virtually at the Special Meeting, you should follow the instructions from your bank, brokerage firm or other nominee, including any requirement to obtain a legal proxy.

Pre-Registering for the Special Meeting 

In order to attend the Special Meeting, you must register in advance at https://meetnow.global/MJHXM7U and provide the control number located on your proxy card.

Purposes of the Special Meeting

At the Special Meeting, Streamline stockholders will be asked to vote upon the Merger Proposal, the Compensation Proposal and the Adjournment Proposal. If holders of shares of Streamline common stock fail to adopt the Merger Agreement by approving the Merger Proposal, the Merger will not occur. A copy of the Merger Agreement is attached to this proxy statement as Annex A and incorporated herein by reference, and the material provisions of the Merger Agreement are described under “The Merger Agreement” beginning on page 55 of this proxy statement.

In accordance with the Bylaws, Streamline will transact no other business at the Special Meeting.

Recommendation of the Streamline Board

At a special meeting held on May 28, 2025, the Streamline Board unanimously (i) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, (ii) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, Streamline and the holders of shares of Streamline common stock, (iii) recommended that holders of shares of Streamline common stock adopt the Merger Agreement at the Special Meeting, and (iv) directed that the Merger Agreement be submitted to the holders of shares of Streamline common stock for adoption at the Special Meeting.

Accordingly, the Streamline Board unanimously recommends that Streamline stockholders vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

Outstanding Shares as of the Record Date

As of the Record Date, there were [                    ] shares of Streamline common stock issued and outstanding, held by [    ] holders of record. Each share of Streamline common stock is entitled to one vote on each matter to be considered at the Special Meeting.

Stockholders may request an appointment to inspect a complete list of stockholders entitled to vote at the Special Meeting for any purpose germane to the Special Meeting at Streamline’s principal executive offices located at 2400 Old Milton Pkwy, Box 1353, Alpharetta, GA 30009, during ordinary business hours within 10 days prior to the Special Meeting.

Record Date; Stockholders Entitled to Vote

The Record Date for the determination of stockholders entitled to notice of and to vote at the Special Meeting is [              ], 2025. Only holders of Streamline common stock as of the close of business on the Record Date are entitled to receive notice of, and vote at, the Special Meeting or any adjournment or postponement thereof. Streamline’s official stock ownership records will conclusively determine whether a stockholder is a “holder of record” as of the record date.

Quorum and Broker Non-Votes

Holders of a majority of the shares of Streamline common stock issued and outstanding on the Record Date and entitled to vote at the Special Meeting must be a present or represented by proxy at the Special Meeting to constitute a quorum for the transaction of business at the Special Meeting. If you fail to submit a proxy or to vote virtually at the Special Meeting, or fail to instruct your bank, brokerage firm or other nominee how to vote, your shares of Streamline common stock will not be counted towards a quorum. Marks to “ABSTAIN” on any proposal are considered present for purposes of establishing a quorum. In the event that a quorum is not present at the Special Meeting, it is expected that the Special Meeting will be adjourned or postponed. If the Special Meeting is postponed or adjourned, it will not affect the ability of holders of record of Streamline common stock as of the Record Date to exercise their voting rights or to revoke any previously granted proxy using the methods described below; provided, however, if a new record date is set for an adjourned meeting, a new quorum will be required to be established. There must be a quorum for business to be conducted at the Special Meeting.

As noted above, pursuant to the Voting Agreements and subject to the terms and conditions thereof, the supporting stockholders have agreed, among other things, to be represented virtually or by proxy at the Special Meeting in order for all shares of Streamline common stock held by the supporting stockholders to be counted as present for purposes of establishing a quorum.

Banks, brokerage firms and other nominees who hold shares in “street name” for the accounts of their clients may vote such shares either as directed by their clients or in their own discretion on “routine” matters. When a broker does not receive instructions from a beneficial owner on how to vote shares with respect to a “non-routine” matter, a “broker non-vote” occurs. “Broker non-votes” will not be treated as present for purposes of determining whether a quorum is present. All proposals described in this proxy statement to be voted on at the Special Meeting are considered “non-routine” matters.

Your shares will be counted for purposes of determining if there is a quorum, whether representing votes for, against or abstained, if you (1) attend the Special Meeting or (2) have voted via the internet, by telephone or by properly submitting a proxy card or voting instruction card by mail.

Required Vote

The votes required for each proposal are as follows:

Proposal 1—The Merger Proposal: The affirmative vote of at least two-thirds (66 2/3%) of the issued and outstanding shares of Streamline common stock entitled to vote thereon is required to approve the Merger Proposal. If you mark “ABSTAIN” on your proxy, it will have the same effect as a vote “AGAINST” the Merger Proposal. If you fail to submit a proxy or to vote virtually at the Special Meeting or fail to instruct your bank, brokerage firm or other nominee how to vote with respect to the Merger Proposal, it will have the same effect as a vote “AGAINST” the Merger Proposal.

Proposal 2—The Compensation Proposal: The affirmative vote of a majority of the shares of Streamline common stock present or represented by proxy at the Special Meeting and entitled to vote thereon is required to approve (on a non-binding, advisory basis) the Compensation Proposal. If you mark “ABSTAIN” on your proxy, it will have the same effect as a vote “AGAINST” the Compensation Proposal. If you fail to submit a proxy or to vote virtually at the Special Meeting or fail to instruct your bank, brokerage firm or other nominee how to vote with respect to the Compensation Proposal, it will have no effect on the Compensation Proposal (so long as a quorum is present).

Proposal 3—The Adjournment Proposal: The affirmative vote of a majority of the shares of Streamline common stock present or represented by proxy at the Special Meeting and entitled to vote thereon is required to approve the Adjournment Proposal, whether or not a quorum is present. If you mark “ABSTAIN” on your proxy, it will have the same effect as a vote “AGAINST” the Adjournment Proposal. If you fail to submit a proxy or to vote virtually at the Special Meeting or fail to instruct your bank, brokerage firm or other nominee how to with respect to the Adjournment Proposal, it will have no effect on the Adjournment Proposal.

Pursuant to the Voting Agreements and subject to the terms and conditions thereof, the supporting stockholders have agreed, among other things, to vote all shares of Streamline common stock owned by them in favor of the Merger Proposal, the Adjournment Proposal and any other matters necessary for the consummation of the Merger. For more information regarding the Voting Agreements, please see the section of this proxy statement entitled “The Voting Agreements.” For more information regarding the security ownership of the supporting stockholders, please see the section of this proxy statement entitled “Security Ownership of Certain Beneficial Owners and Management.”

Treatment of Abstentions and Failure to Vote

Abstentions occur when a stockholder marks “ABSTAIN” on their proxy or voting instruction form or attends a meeting but abstains from voting. At the Special Meeting, abstentions will be included in the calculation of the number of shares of Streamline common stock represented at the Special Meeting for purposes of determining whether a quorum has been achieved. Abstentions will have the same effect as a vote “AGAINST” the Merger Proposal, the Compensation Proposal and the Adjournment Proposal.

If you fail to submit a proxy or to vote virtually at the Special Meeting, or fail to instruct your bank, brokerage firm or other nominee how to vote, your shares will not be voted at the Special Meeting and will not be counted for purposes of determining whether a quorum exists. The failure to submit a proxy or to vote virtually at the Special Meeting, or the failure to instruct your bank, brokerage firm or other nominee how to vote, will have the same effect as a vote “AGAINST” the Merger Proposal but will have no effect on the outcome of the Compensation Proposal or Adjournment Proposal (assuming, in the case of the Compensation Proposal, a quorum is present).

Shares and Voting of Streamline’s Directors and Executive Officers

As of the Record Date, Streamline directors, executive officers and their affiliates, as a group, owned and were entitled to vote [         ] shares of Streamline common stock, or approximately [         ]% of the outstanding shares of Streamline common stock. Streamline currently expects that these directors and executive officers will vote their shares in favor of the Merger Proposal and each of the other proposals described in this proxy statement, although, except as set forth below with respect to the Voting Agreements, none of the directors and executive officers are obligated to do so.

As noted above, pursuant to the Voting Agreements and subject to the terms and conditions thereof, the supporting stockholders have agreed, among other things, to vote all shares of Streamline common stock owned by the supporting stockholders in favor of the Merger Proposal, the Adjournment Proposal and any other matters necessary for the consummation of the Merger. For more information regarding the Voting Agreements, please see the section of this proxy statement entitled “The Voting Agreements.” For more information regarding the security ownership of the supporting stockholders, please see the section of this proxy statement entitled “Security Ownership of Certain Beneficial Owners and Management.”

How to Vote or Have Your Shares Voted

Streamline stockholders of record may vote their shares of Streamline common stock virtually at the Special Meeting or submit a proxy to have their shares of Streamline common stock voted at the Special Meeting in one of the following ways:

Whether or not you plan to participate in the Special Meeting, Streamline urges you to submit your proxy by completing and returning the proxy card as promptly as possible, or by submitting your proxy by telephone or via the internet, prior to the Special Meeting to ensure that your shares of Streamline common stock will be represented and voted at the Special Meeting if you are unable to participate.

The Streamline Board has appointed certain persons as proxy holders to vote proxies in accordance with the instructions of Streamline stockholders. If you are a stockholder of record and you authorize these proxy holders to vote your shares of Streamline common stock with respect to any matter to be acted upon, your shares will be voted in accordance with your instructions in your proxy. If you are a stockholder of record and you authorize these proxy holders to vote your shares but do not specify how your shares should be voted on a proposal, these proxy holders will vote your shares on such proposals as the Streamline Board recommends. If any other matter properly comes before the Special Meeting, these proxy holders will vote on that matter in their discretion.

If, as of the Record Date, your shares of Streamline common stock are registered directly in your name with Streamline’s transfer agent, Computershare Inc., you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote virtually or to grant a proxy for your vote directly to Streamline or to a third party to vote at the Special Meeting.

If, as of the Record Date, your shares were held in an account at a bank, brokerage firm or other nominee, you are the beneficial owner of shares held in “street name,” and, for the purposes of this proxy statement, a beneficial owner, and your bank, brokerage firm or other nominee is considered the stockholder of record with respect to those shares. If you are a beneficial owner, you have a right to direct your bank, brokerage firm or other nominee on how to vote the shares held in your account. The availability of internet or telephonic voting will depend on the nominee’s voting process. Please check with your bank, brokerage firm or other nominee and follow the voting procedures your bank, brokerage firm or other nominee provides.

In accordance with the rules of Nasdaq, your bank, brokerage firm or other nominee may generally vote on “routine” matters when they have not received voting instructions from you. However, such banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to “non-routine” matters. If you are a beneficial owner and do not provide these instructions, a “non-vote” occurs with respect to those matters. All proposals described in this proxy statement to be voted on at the Special Meeting are considered “non-routine” matters. Accordingly, if you are a beneficial owner and do not provide your bank, brokerage firm or other nominee instructions on how to vote your shares of Streamline common stock, your bank, brokerage firm or other nominee generally will not be permitted to vote your shares on any of the proposals. The effect of not instructing your broker how you wish your shares to be voted will be the same as a vote “AGAINST” the Merger Proposal but will not have an effect on the Compensation Proposal or the Adjournment Proposal (assuming, in the case of the Compensation Proposal, a quorum is present). If you are a beneficial holder, Streamline strongly encourages you to provide voting instructions to your bank, brokerage firm or other nominee so that your vote will be counted on all matters.

If you are a beneficial owner, you are invited to participate in the Special Meeting; however, you may not vote your shares at the Special Meeting unless you obtain a “legal proxy” from your bank, brokerage firm or other nominee that holds your shares, giving you the right to vote the shares at the Special Meeting.

Revocation of Proxies

Streamline stockholders of record may revoke their proxies at any time prior to the voting at the Special Meeting in any of the following ways:

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Attendance at the Special Meeting, in and of itself, will not constitute a revocation of a proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to Streamline or by sending a written notice of revocation to Streamline, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by Streamline before the Special Meeting.

Please note that if you hold your Streamline common stock in “street name,” and you have instructed a bank, brokerage firm or other nominee to vote your Streamline common stock, the above-described options for revoking your voting instructions do not apply, and instead you should contact your bank, brokerage firm or other nominee for instructions regarding how to change or revoke your vote.

Any adjournment or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow Streamline stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting, as adjourned or postponed.

Shares Held in Name of Broker

If your shares are held by your bank, brokerage firm or other nominee, often referred to as held in “street name,” you will receive a form from your bank, brokerage firm or other nominee seeking instruction as to how your shares should be voted. You should contact your bank, brokerage firm or other nominee with questions about how to provide or revoke your instructions.

Tabulation of Votes

An inspector of election appointed for the Special Meeting will count the votes.

Solicitation of Proxies

The Streamline Board is soliciting your proxy, and Streamline will bear the expense of electronically hosting, printing and mailing proxy materials and soliciting proxies that we are seeking. Solicitation initially will be made by mail. In addition to the solicitation of proxies by mail, solicitation may be made by certain of our directors, officers, employees and agents, including, but not limited to, our proxy solicitor, Alliance Advisors, in person, by telephone, or via electronic or facsimile transmission. Streamline has retained Alliance Advisors to assist in the solicitation of proxies on behalf of the Streamline Board for an estimated fee of $15,000 plus call center costs and reimbursement of reasonable expenses. Our directors, officers and other employees will receive no additional compensation for any such solicitations. We will request brokers and nominees who hold shares of our common stock in their names to furnish proxy materials to beneficial owners of such shares, and we will reimburse such brokers and nominees for the reasonable expenses incurred in forwarding the materials to such beneficial owners. Your cooperation in voting promptly will help to avoid additional expense. IF YOU NEED ASSISTANCE WITH THE VOTING OF YOUR SHARES, YOU MAY CONTACT ALLIANCE ADVISORS TOLL-FREE AT 1-844-202-7145.

Householding of Special Meeting Materials 

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single annual report or proxy statement, as applicable, addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies.

Streamline and some brokers may be householding our proxy materials by delivering proxy materials to multiple stockholders who request a copy and share an address, unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If at any time you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, please notify your broker if your shares are held in a brokerage account or Streamline if you are a stockholder of record. You can notify us by sending a written request to Streamline’s Corporate Secretary at Streamline Health Solutions, Inc., 2400 Old Milton Pkwy, Box 1353, Alpharetta, GA 30009, Attention: Corporate Secretary, or calling (888) 997-8732. Stockholders who share a single address, but receive multiple copies of this proxy statement, may request that in the future they receive a single copy by notifying Streamline at the telephone or address set forth in the prior sentence. In addition, Streamline will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of this proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered pursuant to a prior request.

Adjournments

The Special Meeting may be adjourned by the affirmative vote of a majority of the shares of Streamline common stock present or represented by proxy at the Special Meeting and entitled to vote thereat, whether or not a quorum is present.

Failure of a quorum to be represented at the Special Meeting may result in an adjournment of the Special Meeting and may subject Streamline to additional expense. Even if a quorum is present, the Special Meeting may also be adjourned one or more times in order to provide more time to solicit additional proxies in favor of approval of the Merger Proposal if sufficient votes are cast in favor of the Adjournment Proposal. In addition, the Special Meeting may be postponed by the Streamline Board in its discretion.

Notice need not be given of any adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. If the adjournment is for more than 30 days, a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the adjourned meeting. If, after any adjournment, a new record date for the determination of stockholders entitled to vote is fixed for any adjourned meeting, the Streamline Board shall fix a new record date for notice of such adjourned meeting and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Questions and Additional Information

You may contact Streamline’s proxy solicitor, Alliance Advisors, toll-free at 1-844-202-7145 or by email at STRM@AllianceAdvisors.com, with any questions about the Special Meeting, the Merger Agreement, the Merger, the proposals to be voted on at the Special Meeting or this proxy statement, if you would like additional copies of this proxy statement, if you need to obtain proxy cards or other information related to the proxy solicitation or if you need help submitting a proxy or voting your shares of Streamline common stock.

THE MERGER

This section describes the material aspects of the Merger. This section may not contain all of the information that is important to you. You should carefully read this entire proxy statement and the documents incorporated by reference into this proxy statement, including the full text of the Merger Agreement, a copy of which is attached to this proxy statement as Annex A, for a more complete understanding of the Merger. In addition, important information about Streamline is included in or incorporated by reference into this proxy statement. See the section titled “Where You Can Find More Information.”

Effects of the Merger

If the Merger Agreement is adopted by the Streamline stockholders and the other conditions to the Closing are either satisfied or waived, Merger Sub will be merged with and into Streamline, with Streamline continuing as the surviving corporation and a wholly owned subsidiary of Parent.

As a result of the Merger, each share of Streamline common stock issued and outstanding as of immediately prior to the Effective Time (other than any dissenting shares or other excluded shares) will automatically be cancelled and converted into the right to receive the Merger Consideration of $5.34 per share in cash, without interest.

Shares of Streamline common stock are listed and trade on Nasdaq under the symbol “STRM.” As a result of the Merger, Streamline will cease to be a publicly traded company and will become a wholly owned subsidiary of Parent. Prior to the Effective Time, we will cooperate with Parent to delist the shares of Streamline common stock from Nasdaq and deregister the shares of Streamline common stock under the Exchange Act, provided that such delisting and deregistration will not be effective until after the Effective Time. Upon such delisting and deregistration, we will no longer be a publicly traded company and will no longer be required to file periodic reports with the SEC, in each case in accordance with applicable law, rules and regulations. If the Merger is consummated, you will not own any shares of the capital stock of the surviving corporation or Parent.

Expected Timing of the Merger 

In order to complete the Merger, Streamline must obtain stockholder approval of the Merger Proposal described in this proxy statement and the other closing conditions under the Merger Agreement must be satisfied or waived. The parties to the Merger Agreement currently expect to complete the Merger in the third quarter of 2025, although none of the parties can assure completion by any particular date, if at all. It is possible, including as a result of factors outside the control of the parties to the Merger Agreement, that the Merger will be consummated at a later time or not at all.

Effect on Streamline if the Merger is Not Completed

If the Merger Agreement is not adopted by the affirmative vote of at least two-thirds (66 2/3%) of the issued and outstanding shares of Streamline common stock entitled to vote thereon or if the Merger is not completed for any other reason, Streamline stockholders will not receive any Merger Consideration or other payment for their shares (or interests in shares) of Streamline common stock in connection with the Merger. Instead, Streamline will remain an independent public company, Streamline common stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act, and we will continue to file periodic reports with the SEC.

Furthermore, if the Merger is not completed, and depending on the circumstances that would have caused the Merger not to be completed, it is likely that the price of Streamline common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of Streamline common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Streamline common stock. If the Merger Agreement is not adopted by Streamline stockholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to Streamline will be offered or that Streamline’s business, prospects, financial condition, earnings or results of operation will not be adversely impacted. Further, due to Streamline’s inability to consistently generate sufficient revenues, EBITDA and liquidity to maintain compliance with the financial covenants under the Loan Agreement, continuing as a stand-alone independent company may require that Streamline raise additional financing, which may not be available, or may be dilutive to Streamline stockholders.

Pursuant to the Merger Agreement, under certain circumstances Streamline is permitted to terminate the Merger Agreement in order to enter into a definitive agreement with respect to a superior proposal. For further detail regarding Streamline’s right to terminate the Merger Agreement, please see the section of this proxy statement titled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 74 of this proxy statement.

In addition, the Merger Agreement provides that, upon termination of the Merger Agreement under certain circumstances, Streamline will be required to pay Parent the Termination Fee, as described under the section titled “The Merger Agreement—Termination Fee and Expenses” beginning on page 75 of this proxy statement.

Merger Consideration

At the Effective Time, by virtue of the Merger and without any action of the holder, each share of Streamline common stock issued and outstanding immediately prior to the Effective Time (other than any dissenting shares or other excluded shares) will automatically be cancelled and converted into the right to receive $5.34 per share of Streamline common stock in cash, without interest.

Any shares of Streamline common stock held by holders who have not voted in favor of the adoption of the Merger Agreement (or consented thereto in writing) and who are entitled to demand, and who have perfected a demand, for appraisal rights of such shares in accordance with Section 262 of the DGCL are considered “dissenting shares” and will not be converted into the right to receive the Merger Consideration, but instead will be entitled to only such rights as are granted by Section 262 of the DGCL. Any shares of Streamline common stock held by the Company as treasury stock and not held on behalf of third parties, and any shares of Streamline common stock owned by Parent, Merger Sub or any direct or indirect wholly owned subsidiary of Parent or Merger Sub (which, together with any dissenting shares, are considered “excluded shares”) will be cancelled for no consideration.

For additional information on the Merger Consideration and the treatment of Streamline common stock in connection with the Merger, see the section titled “The Merger Agreement—Effect of the Merger on Streamline Common Stock” beginning on page 56 of this proxy statement.

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation of or among the Streamline Board or the representatives of Streamline, MDaudit or other parties. For purposes of this section, all references to the number and prices of Streamline common stock as of any time prior to October 4, 2024 are retrospectively adjusted and presented after giving effect to the 1:15 reverse stock split effectuated by the Company on October 4, 2024 (as discussed below), as though such reverse stock split had been effected prior to such time (except for references to the closing bid price of Streamline common stock being below the minimum bid price of $1.00 per share as required for continued listing on The Nasdaq Capital Market).

The Streamline Board and senior management regularly review and assess Streamline’s operations, performance, opportunities, prospects and strategic direction. In connection with this review and assessment, and with the assistance of legal and financial advisors, the Streamline Board and management have considered potential strategic alternatives for Streamline, including potential business combinations or other transactions, to strengthen Streamline’s business and maximize stockholder value.

Since the third fiscal quarter of 2022, Streamline has been unable to consistently generate sufficient revenues, EBITDA and liquidity to maintain compliance with the financial covenants under its credit facility with Western Alliance Bank pursuant to the Second Amended and Restated Loan and Security Agreement (as amended and modified, the “Loan Agreement”). The Company’s inability to maintain compliance with these financial covenants required Streamline to negotiate and enter into a series of waivers, amendments and modifications to the Loan Agreement, including on August 26, 2022, November 29, 2022, February 7, 2024, April 5, 2024, November 13, 2024 and March 27, 2025. In the second half of 2023, the Streamline Board, in consultation with senior management, evaluated Streamline’s prospects in light of its obligations under the Loan Agreement and market and economic conditions and determined that Streamline should explore strategic alternatives to maximize stockholder value. During the second half of 2023 and continuing through 2024, the Streamline Board and senior management considered and pursued a number of strategic alternatives, including (a) internal strategic restructurings, (b) a combination of debt and equity financing transactions, (c) strategic commercial partnerships, and (d) a possible sale of Streamline, as further discussed below.

In the third fiscal quarter of 2023, as part of this exploration of alternatives, the Company planned certain potential strategic restructuring initiatives designed to reduce operating expenses and preserve cash, while maintaining the Company’s ability to expand its SaaS business. During the same quarter, the Company received a notice from a significant SaaS client of its intent not to renew its contract following the expiration of the then-current term on December 31, 2023. As a result of this termination notice, the Company’s management and the Streamline Board assessed various options and determined that the Company accelerate the implementation of the Company’s planned restructuring initiatives. The strategic restructuring included a reduction in force, resulting in the termination of 26 employees, or approximately 24% of the Company’s workforce. The Company also implemented certain management changes and transitions in connection with the strategic restructuring, including transitions in the CEO and CFO roles. Both the client termination and the execution of the strategic restructuring were publicly announced on October 16, 2023. Following these announcements, the Company’s share price declined significantly.

On October 24, 2023, Streamline received a letter from the Listing Qualifications Department of Nasdaq indicating that the closing bid price of Streamline common stock had been below the minimum bid price of $1.00 per share for the previous 30 consecutive business days, which is required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), Nasdaq initially provided the Company with 180 calendar days, or until April 22, 2024, to regain compliance with the Minimum Bid Price Requirement.

Also in the second half of 2023 and continuing into early 2024, Streamline had discussions with various third parties regarding potential strategic commercial partnerships, including exploring a channel partnership with a large group purchasing organization whereby the Company would develop software for implementation by the members of the group purchasing organization; however, exploration of the channel partnership and other strategic commercial partnerships were ultimately unsuccessful. During this same period, the Company also had discussions with various lenders and other debt and equity capital sources regarding refinancing the Company’s senior credit facility or providing subordinate debt financing and/or equity financing in an effort to raise funds to address the Company’s liquidity needs and drive growth. As a result of those discussions, in February 2024, the Audit Committee of the Streamline Board and the Streamline Board, in consultation with senior management, approved and Streamline entered into a securities purchase agreement with certain accredited investors, including certain directors and officers of Streamline, pursuant to which Streamline agreed to issue to the investors unsecured subordinated promissory notes in the aggregate principal amount of $4.4 million and warrants to purchase up to an aggregate of 267,728 shares of Streamline common stock at exercise prices of $5.70 to $5.85 per share in a private placement (the “Debt Private Placement”). Also in February 2024, the Streamline Board, in consultation with senior management, approved and Streamline completed the sale of 17,543 shares of Streamline common stock to an accredited investor at a purchase price of $5.70 per share for an aggregate purchase price of $100,000 (the “Common Stock Private Placement” and, together with the Debt Private Placements, the “Private Placements”). Based on the Company’s financial outlook and market conditions, the Streamline Board and senior management determined the Private Placements were the most prudent course of action at that time.

Following the Private Placements, Streamline continued to operate its business in the ordinary course but was unable to achieve its anticipated levels of growth of revenues and EBITDA in subsequent quarters and continued to be unable to maintain compliance with the financial covenants under the Loan Agreement.

On April 23, 2024, the Company received a letter from the Listing Qualifications Department of Nasdaq informing the Company that, while the Company had not regained compliance with the Minimum Bid Price Requirement, the Company was eligible for an additional 180 calendar day period, or until October 21, 2024, to regain compliance. On September 26, 2024, following approval by the Streamline Board and Streamline stockholders, the Company announced a one-for-fifteen (1:15) reverse stock split of the issued and outstanding shares of Streamline common stock, effective as of October 4, 2024, primarily to regain compliance with the Minimum Bid Price Requirement.

On September 27, 2024, the Streamline Board held a special meeting with members of Streamline’s senior management in attendance to discuss the ongoing business and operational challenges that the Company continued to face following the prior strategic review. Following discussion, the Streamline Board authorized management to contact and interview appropriate financial advisors to assist Streamline with analyzing potential strategic transactions. Between October 2024 and November 2024, members of senior management and the Streamline Board contacted and interviewed three financial advisors that the Company believed had the requisite experience, particularly in the healthcare industry, to advise Streamline on its capital needs and a potential strategic transaction. Leading up to the selection of Cain Brothers as the Company’s financial advisor, the Streamline Board met on each of October 1, 2024, October 3, 2024, and October 11, 2024, in each case, to monitor, deliberate and advise the Streamline management team on how to proceed in connection with the evaluation of a potential strategic sale transaction and consider alternatives such as raising additional capital.

On November 11, 2024, the Streamline Board held a special meeting with members of Streamline’s senior management and representatives of Cain Brothers and the Company’s outside legal counsel, Troutman Pepper Locke LLP (“Troutman”), in attendance. Representatives from Cain Brothers provided an overview of the strategic review framework and potential alternative courses of action and related timing considerations. Following the meeting, at the direction of the Streamline Board, Streamline signed an engagement letter, effective November 13, 2024, with Cain Brothers to act as financial advisor to the Streamline Board in connection with one or more possible strategic transactions, including a potential sale of the Company. In selecting Cain Brothers, the Streamline Board considered, among other things, Cain Brothers’ qualifications, expertise, reputation and knowledge of the business and affairs of Streamline and the industry in which Streamline operates. 

During the fourth fiscal quarter of 2024, the Streamline Board continued to evaluate and discuss potential strategic alternatives for the Company and weighed the diversion of management’s time and effort and expected transaction expenses and costs against the need and desire to enhance stockholder value given the Company’s then-current stock price, the financial condition of Streamline and future prospects of Streamline’s business. The Streamline Board directed management, with the assistance of Cain Brothers, to focus its efforts on pursuing a potential sale transaction (the “Sale Process”). Streamline’s senior management team, with the assistance of Cain Brothers, began to prepare a confidential information presentation (the “CIP”) during the fourth fiscal quarter of 2024 and identified potential strategic and financial buyers for Streamline. During this time, with the assistance of Cain Brothers and Troutman, Streamline began preparing for a potential sale transaction and assembling a virtual data room containing due diligence information to be provided to potential counterparties in connection with the Sale Process. The Streamline Board committed to holding board meetings throughout the Sale Process at which it was expected that the Streamline Board would be updated by members of senior management and representatives of Cain Brothers and Troutman on matters related to the Sale Process and the Company’s financial condition.

Commencing on January 8, 2025, at the direction of the Streamline Board, Cain Brothers began contacting potential buyers in connection with the Sale Process. Between January 8, 2025 and April 2, 2025, Cain Brothers contacted a total of 48 potential buyers, consisting of 46 potential strategic parties and two financial sponsors, which were selected based on strategic fit, known interest in the acquisition of companies similar to Streamline, and financial wherewithal to complete a potential acquisition of Streamline. Of the 48 potential buyers that were contacted, 28 potential buyers executed a confidentiality agreement and received the CIP between February 2, 2025 and April 9, 2025, including MDaudit, who was first contacted by Cain Brothers on April 2, 2025 and executed a confidentiality agreement on April 9, 2025 (as further described below). All confidentiality agreements entered into with potential buyers contained a standstill provision that terminated upon the Company entering into, or publicly announcing that the Company plans to enter into, a definitive agreement for a sale transaction.

Commencing on February 6, 2025, Cain Brothers began distributing initial process letters in connection with the Sale Process to potential buyers who had previously signed a confidentiality agreement and received the CIP, which directed the potential buyers to submit initial non-binding indications of interest by February 18, 2025. Even after the February 18, 2025 deadline, Cain Brothers continued to contact potential buyers and distribute process letters requesting initial non-binding indications of interest to certain parties who executed confidentiality agreements. Of the 28 potential buyers who executed confidentiality agreements, 24 potential buyers received process letters between February 6, 2025 and April 10, 2025, and four potential buyers indicated they would not continue in the Sale Process before receiving a process letter.

Between February 18, 2025 and March 11, 2025, seven potential buyers submitted non-binding initial indications of interest to purchase all of the outstanding shares of Streamline common stock, with preliminary price ranges between $3.65 and $8.78 per share of Streamline common stock, including a potential strategic counterparty (“Party A”), who indicated a preliminary price range of $4.50 to $5.25 per share. The highest bidder to submit an initial non-binding indication of interest (“Party B”) proposed a preliminary price range of $6.48 to $8.78 per share. After March 11, 2025, only MDaudit later submitted a non-binding indication of interest (as further described below).

Between February 2025 and April 2025, the Streamline Board regularly held special meetings during which members of senior management and representatives of Cain Brothers provided updates on the Sale Process, including the number of potential buyers contacted in accordance with the directives of the Streamline Board and any developments following the meetings with potential buyers. During this time, with instruction from, and in consultation with, the senior management team, at the direction of the Streamline Board, Troutman began drafting the Merger Agreement and Disclosure Schedules contemplating the sale of Streamline, which was later made available to potential buyers. Management also continued to update the Streamline Board on Streamline’s cash forecasts and deficit projections, discussions with Streamline’s existing lender to modify certain covenants under the Loan Agreement, and other client and operational updates.

On March 5, 2025, the Streamline Board met, with members of senior management and representatives of Troutman in attendance. During the meeting, the Streamline Board completed its customary annual approval process with respect to Streamline’s budget for 2025 (the “FY2025 Budget”), which budget projected a 3% increase in total revenue for fiscal year 2025 as compared to fiscal year 2024, and a $0.5M improvement in “Adjusted EBITDA” (as defined under the Loan Agreement) in fiscal year 2025 as compared to fiscal year 2024. Management then discussed, among other things, the current cash forecast and expected deficit timeline and provided an update on the discussions with Streamline’s lender to access additional funds from its revolving line of credit under the Loan Agreement. Management indicated to the Streamline Board that it was unlikely the Company would maintain compliance with its financial covenants under the Loan Agreement, and the financial condition of the Company raised substantial doubt regarding the Company’s ability to continue as a going concern. Following a discussion, the Streamline Board instructed members of senior management to continue with the Sale Process and approved the FY2025 Budget presented by senior management, which FY2025 Budget later formed the basis of the May 2025 Forecasts provided to Cain Brothers and the Streamline Board (as further described in the section titled "--Certain Unaudited Prospective Financial Information" beginning on page 44 of this proxy statement). The Streamline Board also authorized management to share this information with Cain Brothers.

In the first half of March 2025, Streamline selected five of the seven potential buyers that had previously submitted an indication of interest to continue participating in the Sale Process, due primarily to their proposed price per share and other transaction terms proposed as of such time, including Party A and Party B. The other two potential buyers that had previously submitted an indication of interest were not selected to advance due to proposed valuation ranges materially below the other bidders and other unfavorable transaction terms. Between March 12, 2025 and March 19, 2025, these five potential buyers were given access to Streamline's virtual data room including a bid draft of the Merger Agreement and draft Disclosure Schedules that were first posted to the virtual data room on or around March 14, 2025. During the week of March 17, 2025, “second round” process letters were sent to these five potential buyers, in which the bidders were directed to submit letters of intent and comments to the Merger Agreement on or before April 8, 2025.

In the second half of March 2025 and continuing into April 2025, Streamline’s senior management and representatives of Cain Brothers conducted management presentations with each of these five potential buyers, responded to diligence requests and held various due diligence calls as requested. All of such potential buyers other than Party A declined to participate further in the Sale Process following their respective management presentations and prior to submitting a letter of intent or a mark-up of the bid draft of the Merger Agreement, including Party B.

On April 2, 2025, a potential buyer that had previously been contacted by Cain Brothers in connection with the Sale Process but declined to participate in the Sale Process informed Cain Brothers that MDaudit could have interest in the Sale Process and connected Cain Brothers with MDaudit’s CEO, Ritesh Ramesh. On the same day, Cain Brothers contacted Mr. Ramesh and sent MDaudit a copy of the confidentiality agreement.

Also on April 2, 2025, the Streamline Board met, with members of Streamline’s senior management and representatives from Troutman in attendance. Senior management updated the Streamline Board on the Sale Process and discussed the management meetings that had been held to date with potential buyers. Management further updated the Streamline Board on certain operational updates, including recent employee turnover, discussions with Streamline’s lender, and updated cash forecasts.

Also on April 2, 2025, following the meeting of the Streamline Board, Streamline received a markup of the bid draft of the Merger Agreement from counsel to Party A. Over the next several days, senior management and representatives of Troutman discussed and evaluated the key issues in Party A’s draft of the Merger Agreement, which issues included, among other things, (1) a general expansion of Streamline’s representations and warranties, (2) broadening the scope of the interim operating covenants applicable to Streamline between signing and closing, and (3) removal of certain post-closing covenants with respect to Party A’s payment of severance to Streamline employees and the provision of certain employee benefits to continuing employees.

On April 9, 2025, MDaudit executed a confidentiality agreement with Streamline. On the same day, Cain Brothers provided MDaudit with a copy of the CIP.

Also on April 9, 2025, the Streamline Board met, with members of Streamline’s senior management and representatives of Cain Brothers and Troutman in attendance. Representatives of Cain Brothers updated the Streamline Board with respect to the efforts in the Sale Process. Among other things, Cain Brothers informed the Streamline Board that four of the five parties that had previously been invited to submit a letter of intent had declined to participate further in the Sale Process. Cain Brothers also informed the Streamline Board that Party A expected to submit a letter of intent in the coming days and that MDaudit had signed a confidentiality agreement and was reviewing the CIP. Management also discussed recent employee turnover, updated near-term cash flow projections and other operational and client updates.

On April 10, 2025, Cain Brothers sent a process letter to MDaudit in which MDaudit was directed to submit an indication of interest on or before April 14, 2025.

On April 11, 2025, Party A submitted a letter of intent to acquire all of the outstanding shares of Streamline for $5.35 per share in cash, which represented a 135% premium to the closing price of Streamline’s common stock on that day.

On April 14, 2025, the Streamline Board met, with members of Streamline’s senior management and representatives of Cain Brothers and Troutman in attendance. Representatives of Cain Brothers updated the Streamline Board on the letter of intent received from Party A and expressed that an indication of interest from MDaudit was expected to be received. A representative from Troutman discussed the fiduciary duties and standards of care applicable to the Streamline Board when evaluating a potential transaction. The Streamline Board, together with senior management and representatives of Cain Brothers and Troutman, discussed the material terms of Party A’s letter of intent, the other indications of interest that had previously been received from potential buyers who had since declined to participate further in the Sale Process and proposed next steps in the Sale Process.

Also on April 14, 2025, following the meeting of the Streamline Board, MDaudit submitted an initial indication of interest to acquire Streamline for $6.50 per share in cash. On the same day, certain representatives of MDaudit were given access to the Company’s virtual data room, including the bid draft of the Merger Agreement and Disclosure Schedules.

On April 18, 2025, MDaudit’s outside counsel, Goodwin Procter LLP (“Goodwin”), delivered an initial markup of the Merger Agreement to Troutman, which included, among other things, (1) a request for the parties to discuss obtaining the Voting Agreements from certain Streamline directors and officers, (2) a general expansion of Streamline’s representations and warranties, (3) broadening the scope of the interim operating covenants applicable to Streamline between signing and closing, (4) removal of certain post-closing covenants with respect to the provision of long-term incentive compensation to continuing employees, and (5) a termination fee equal to 4.0% of the equity value of the Company in the proposed transaction.

During the week of April 21, 2025, members of Streamline’s management team and representatives of Cain Brothers responded to diligence requests and participated in certain diligence calls and meetings with representatives of MDaudit and its advisors, including a product demonstration call on April 21, 2025, an in person management meeting on April 22, 2025, a technology diligence call on April 23, 2025 and a financial diligence call on April 24, 2025. Over the following two weeks, members of Streamline’s management team and representatives of Cain Brothers continued to participate in additional diligence calls with representatives of MDaudit and its advisors and continued to respond to due diligence questions from MDaudit and its advisors.

On April 23, 2025, Streamline received a markup of the Merger Agreement from Party A’s newly retained legal counsel, which, in addition to the issues noted above, included an aggregate cap on Party A’s liability for damages under the Merger Agreement. Over the next several days, representatives of Troutman discussed the comments received from Party A and MDaudit with senior management, evaluating critical legal and business issues raised by each bidder’s markup of the Merger Agreement.

During this time, Troutman, on behalf of Streamline, negotiated clean team agreements with each of Party A and MDaudit to facilitate additional due diligence review in compliance with applicable competition laws. Following execution of clean team agreements, Streamline provided clean room data room access to selected personnel of each of Party A and MDaudit and their respective advisors. The clean room contents included, among other things, client and vendor contracts, calculation of capitalized software expenses, tax information, client renewal schedules and an employee census.

On April 25, 2025, representatives of MDaudit held a call with representatives of Cain Brothers during which MDaudit communicated that, in light of the additional operational, technological and financial diligence conducted to date, MDaudit could no longer support the price of $6.50 per share that had been included in its earlier indication of interest. Instead, MDaudit communicated that it could acquire all of the outstanding Streamline common stock for $4.00 per share in cash.

On April 27, 2025, Cain Brothers, on behalf of Streamline, sent MDaudit a revised draft of the Merger Agreement, which provided for, among other things, (1) limitations on the representations and warranties, (2) qualifications around the interim operating covenants applicable to Streamline between signing and closing, (3) the maintenance of certain long-term incentive compensation for continuing employees, and (4) a termination fee equal to 3.0% of the equity value of the Company in the proposed transaction.

On April 28, 2025, the Streamline Board met, with members of Streamline’s senior management and representatives of Cain Brothers and Troutman in attendance. Representatives of Cain Brothers updated the Streamline Board on the Sale Process, the new oral proposal received from MDaudit and the due diligence performed by each of Party A and MDaudit to date. Management and representatives of Troutman discussed Party A’s and MDaudit’s markups of the Merger Agreement. In particular, representatives of Troutman outlined key provisions of the markups of the Merger Agreement, including the issues described above. After comprehensive analysis of all critical aspects of the transaction proposed by each of Party A and MDaudit, the Streamline Board directed senior management and Cain Brothers to continue discussions with both parties with the intent of enhancing stockholder value and consummating a strategic sale transaction.

On April 29, 2025, Cain Brothers distributed final process letters to each of MDaudit and Party A which directed the parties to submit final bids for the acquisition of all outstanding shares of Streamline common stock by May 2, 2025.

Also on April 29, 2025, at the request of Goodwin, representatives of Troutman held a call with representatives of Goodwin to discuss certain outstanding legal due diligence requests regarding certain of the Company’s existing contracts and benefits arrangements and related provisions in the Merger Agreement. 

On May 2, 2025, the Streamline Board met, with members of Streamline’s senior management and representatives of Cain Brothers and Troutman in attendance. Representatives of Cain Brothers provided an update on the Sale Process with respect to the two remaining bidders. Representatives from Troutman gave an update on the discussions with Goodwin and noted the few due diligence items that Goodwin had inquired about on the April 29, 2025 call.

Also on May 2, 2025, following the meeting of the Streamline Board, MDaudit submitted a letter of intent to acquire all of the outstanding shares of Streamline for $4.00 per share in cash, which represented a 31% premium to the closing price of Streamline’s common stock on that day.

On May 4, 2025, a representative of Cain Brothers contacted MDaudit to confirm certain assumptions underlying its proposed $4.00 per share price. On the same day, Cain Brothers sent MDaudit a schedule with updated data concerning the Company’s outstanding indebtedness and number of fully-diluted shares, and asked MDaudit to confirm the price per share MDaudit would offer based on the latest data.

On May 5, 2025, based on the data received from Cain Brothers on the previous day, MDaudit submitted a revised offer to acquire all of the outstanding shares of Streamline for $4.31 per share in cash, which represented a 51% premium to the closing price of Streamline’s common stock on that day. On that same day, Party A reached out to Cain Brothers requesting clean room data room access for additional personnel.

On May 6, 2025, Party A informed Cain Brothers that Party A would be unable to meet Streamline’s Sale Process timeline based on other competing priorities and resource constraints and would no longer be participating in the Sale Process.

On May 7, 2025, a representative of Cain Brothers contacted MDaudit to further discuss the offered price and indicated that Cain Brothers anticipated MDaudit would need to increase its price to receive the support of the Streamline Board. Later the same day, a representative of MDaudit called Cain Brothers to inform Cain Brothers that MDaudit would be submitting a revised offer to acquire all of the outstanding shares of Streamline for $5.34 per share in cash. MDaudit also indicated it would only pursue the process further if granted a period of exclusivity through May 22, 2025.

Also on May 7, 2025, the Streamline Board met, with members of Streamline’s senior management and representatives of Cain Brothers and Troutman in attendance. Representatives of Cain Brothers informed the Streamline Board that Party A would be unable to meet Streamline’s Sale Process timeline and would no longer be participating in the Sale Process. Cain Brothers also outlined the terms of MDaudit’s updated oral proposal of $5.34 per share and discussed the scope of confirmatory due diligence that MDaudit had completed to date with the assistance of its third-party advisors and consultants. Cain Brothers informed the Streamline Board that MDaudit was expected to submit a written offer later that same day reflecting the updated proposal. In addition, Troutman discussed and outlined the key provisions in Troutman’s latest markup of the Merger Agreement, copies of which had been provided to the Streamline Board in advance of the meeting. After comprehensive analysis of all critical aspects of the transaction proposed by MDaudit, the Streamline Board authorized management, subject to receipt and confirmation of MDaudit’s updated proposal, to enter into an exclusivity period as required by MDaudit. Following the meeting of the Streamline Board, MDaudit submitted a final offer to acquire all of the outstanding shares of Streamline for $5.34 per share in cash, which represented a 31% premium to the closing price of Streamline’s common stock on that day.

On May 8, 2025, as authorized by the Streamline Board, Streamline and MDaudit entered into an exclusivity agreement which provided for exclusivity until 11:59 p.m. (New York time) on May 22, 2025. During such exclusivity period, representatives of the parties and their advisors held several diligence sessions and calls across a wide array of subject areas, including client services, human resources, sales and marketing, legal and finance. Streamline continued to respond to written due diligence requests from MDaudit and its advisors during the exclusivity period.

On May 15, 2025, Goodwin, on behalf of MDaudit, delivered an initial draft of the form of Voting Agreement to be entered into by certain directors and executive officers of Streamline. Following discussions with Streamline’s senior management, Troutman delivered comments on the form of Voting Agreement to Goodwin on May 20, 2025, which, among other things, provided each supporting stockholder with additional flexibility to terminate its respective Voting Agreement in the event the Merger Agreement is modified in a manner that is materially adverse to Streamline stockholders as whole.

Between May 17, 2025 and May 28, 2025, Troutman and Goodwin, on behalf of Streamline and MDaudit, respectively, exchanged multiple revised drafts of the Merger Agreement, the draft Disclosure Schedules and other ancillary agreements pertaining to the transaction. During such time, Streamline’s senior management team continued to have numerous internal discussions with Troutman with respect to the open points in the Merger Agreement, including the scope of the representations and warranties, the scope of the interim operating covenants, MDaudit’s obligations to provide certain benefits to continuing employees following the closing of the potential transaction and the size of the termination fee. The Streamline senior management team directed Troutman to make revisions to the Merger Agreement, in each case, with the intent of enhancing stockholder value and achieve deal certainty, consistent with the Streamline Board’s directive. In tandem, Troutman, on behalf of Streamline, actively engaged with Goodwin, on behalf of MDaudit, to negotiate legal terms and exchanged successive drafts of the Merger Agreement during that time.

During this same period, representatives of MDaudit, Streamline and their respective legal counsel held certain diligence discussions with respect to the business relationship and contractual arrangements between Streamline and 180 Consulting, LLC, a third-party consultant providing, among other things, certain consulting services in support of Streamline’s eValuator products in exchange for both cash and stock compensation (“180 Consulting”). In connection with its diligence, MDaudit expressed a desire to discuss the possibility of amending the Master Services and Non-Disclosure Agreement between Streamline and 180 Consulting (as amended, the “180 Consulting MSA”) and the related statements of work in connection with the signing of the Merger Agreement to eliminate the stock compensation in connection with the potential transaction, among other things. On May 19, 2024, Streamline entered into an NDA with 180 Consulting to facilitate additional discussions regarding the relationship and potential amendments to the 180 Consulting MSA. Between May 20, 2025 and May 28, 2025, representatives of Streamline, MDaudit and 180 Consulting and their respective legal counsel held several calls to discuss the existing contractual arrangements between Streamline and 180 Consulting and to negotiate an Amended and Restated Master Services and Non-Disclosure Agreement between Streamline and 180 Consulting (including the related amended and restated statements of work, the “A&R 180 Consulting MSA”), which would, among other things, (i) provide for certain compensation to 180 Consulting to be paid in cash in lieu of shares of Streamline common stock, (ii) modify the term of 180 Consulting’s services thereunder, and (iii) provide certain other rights for each of Streamline and 180 Consulting.

On May 22, 2025, as the parties continued to negotiate in good faith, Streamline and MDaudit agreed to an amendment to the previously executed exclusivity agreement to extend the exclusivity period through 11:59 p.m. (New York time) on May 28, 2025.

On May 27, 2025, the Streamline Board met, with members of Streamline’s senior management and representatives of Cain Brothers and Troutman in attendance. A representative of Cain Brothers provided an overview of the Sale Process and the negotiations with MDaudit to date. A representative of Cain Brothers reviewed its financial analysis of the proposed purchase price and stated that it was prepared to deliver its opinion, subject to confirmation of the final purchase price from MDaudit, that, based upon and subject to the various limiting conditions, qualifications, assumptions and other matters set forth in its written opinion with respect to the review undertaken by Cain Brothers, the Merger Consideration to be received by the holders of shares of Streamline common stock (other than Parent or any affiliate of Parent) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. A representative of Troutman then reviewed with the members of the Streamline Board their fiduciary duties in the context of a potential sale and reviewed the steps and the process that the Streamline Board had undertaken to satisfy its fiduciary duties. Another representative from Troutman reviewed the material terms of the Merger Agreement, the form of Voting Agreement, and the A&R 180 Consulting MSA, in each case, which had been distributed to the Streamline Board in advance of the meeting. Following discussion of Cain Brothers’ opinion, the Merger Agreement and related transaction documents, the meeting was adjourned until the following morning at which time MDaudit was expected to confirm its final purchase price for the transaction.

On May 28, 2025, the Streamline Board met, with members of Streamline’s senior management and representatives of Cain Brothers and Troutman in attendance. A representative of Cain Brothers provided an update on discussions with MDaudit regarding the valuation of Streamline and confirmed MDaudit’s final proposal to acquire all of the outstanding shares of Streamline for $5.34 per share in cash, which represented a premium of 142.7% to Streamline’s closing stock price on the prior day, May 27, 2025 and a premium of 74.5% to Streamline’s 180-day volume-weighted average stock price as of May 27, 2025. A representative from Cain Brothers rendered an oral opinion to the Streamline Board, which was subsequently confirmed in a written opinion as of the same date, as to the fairness, from a financial point of view, to the holders of Streamline common stock (other than Parent or any affiliate of Parent) of the Merger Consideration to be received by such holders pursuant to the Merger Agreement, based upon and subject to the various limiting conditions, qualifications, assumptions and other matters set forth in its written opinion with respect to the review undertaken by Cain Brothers (as further described in the section titled "—Opinion of the Streamline Board's Financial Advisor" beginning on page 39 of this proxy statement). A representative of Troutman then reviewed with the members of the Streamline Board their fiduciary duties in the context of a potential sale and reviewed the steps and the process that the Streamline Board had undertaken to satisfy its fiduciary duties. Referring to the substantially final form of the Merger Agreement, which had been provided to the Streamline Board in advance of the meeting, a representative of Troutman then reviewed with the Streamline Board the changes to the Merger Agreement since its prior review of the Merger Agreement and summarized the material terms thereof, including the structure, timing, merger consideration, and financing cooperation requirements of the Company. Following these discussions and carefully considering the various factors described in the section titled “—Recommendation of the Streamline Board and Reasons for the Merger” beginning on page 34 of this proxy statement, the Streamline Board unanimously (i) determined that the Merger and the other transactions contemplated by the Merger Agreement, taken together, are on terms that are fair to, advisable and in the best interests of Streamline and its stockholders, (ii) approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated thereby, (iii) directed that the adoption of the Merger Agreement be submitted to the Streamline stockholders at the Special Meeting for approval, and (iv) resolved to recommend that the Streamline stockholders approve and adopt the Merger Agreement. The Streamline Board also approved the Company’s entry into the A&R 180 Consulting Agreement. Throughout the evening of May 28, 2025 and early in the morning of May 29, 2025, Troutman and Goodwin, acting on behalf of Streamline and MDaudit, respectively, worked to finalize the Merger Agreement, Disclosure Schedules and other ancillary agreements pertaining to the transaction.

On May 29, 2025, before the opening of trading on Nasdaq, Streamline, Parent and Merger Sub executed the Merger Agreement and issued a press release announcing their entry into the Merger Agreement on May 29, 2025. Contemporaneously with the execution of the Merger Agreement, certain directors and officers of Streamline entered into the Voting Agreements with Parent and Streamline entered into the A&R 180 Consulting Agreement with 180 Consulting.

Recommendation of the Streamline Board and Reasons for the Merger

At its May 28, 2025 meeting held to evaluate the Merger, the Streamline Board unanimously (i) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, (ii) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, Streamline and the holders of shares of Streamline common stock, (iii) recommended that holders of shares of Streamline common stock adopt the Merger Agreement at the Special Meeting, and (iv) directed that the Merger Agreement be submitted to the holders of shares of Streamline common stock for adoption at the Special Meeting. Accordingly, the Streamline Board recommends that Streamline stockholders vote “FOR” the Merger Proposal.

In evaluating the Merger Agreement and arriving at its determination, the Streamline Board held a number of meetings, consulted with Streamline’s management and its financial advisor and outside legal counsel, and considered a number of substantive factors, both positive and negative, and potential benefits and detriments of the Merger to Streamline and Streamline stockholders. The Streamline Board believed that, taken as a whole, the following factors (which are not necessarily presented in order of importance) generally supported its decision to approve the Merger:

Full and Fair Value. The Streamline Board’s belief that the Merger Consideration represents full and fair value for the shares of Streamline common stock, taking into account the Streamline Board’s familiarity with the Company’s current, historical and prospective financial condition and results of operations, competitive position, business and prospects, and the relative certainty of the Merger Consideration as compared to forecasted financial results and the risks associated with the Company’s stand-alone plan.

Premium to Trading Price of Streamline Common Stock. The fact that the Merger Consideration represents a significant premium over the market price at which shares of Streamline common stock traded, including that the Merger Consideration represents a 143% premium to Streamline’s closing price of $2.20 per share on May 27, 2025 (which was the last trading day prior to the approval of the Merger Agreement by the Streamline Board).

Cash Consideration. The all-cash nature of the consideration to be paid in connection with the Merger, which provides Streamline stockholders with certainty of value and immediate liquidity at the completion of the Merger, in cash, for their investment in Streamline, while avoiding the prospective financial condition and results of operations of Streamline and the execution risks of the Company’s stand-alone plan associated with retaining their shares of Streamline common stock.

Business, Financial Condition and Prospects. The Streamline Board’s understanding of Streamline’s current, historical and prospective financial condition and results of operations, competitive position, business and prospects, including certain long-term financial projections for Streamline prepared by members of its senior management and which the Streamline Board reviewed (discussed in the sections of this proxy statement titled “—Background of the Merger” beginning on page 27 and “—Streamline Management Unaudited Prospective Financial Information” beginning on page 44).

Risk of Continuing as a Stand-Alone Company. The risks of continuing to execute Streamline’s stand-alone plan as an independent company, including (i) risks relating to the current and prospective business environment in which Streamline operates and macro-economic, industry and market conditions negatively impacting valuations and the outlook for healthcare-technology companies such as Streamline, (ii) the fact that Streamline will be required to repay approximately $2.9 million of indebtedness in 2025 and approximately $15.2 million of indebtedness in 2026, which will likely require that Streamline raise additional financing, which may not be available, or may be dilutive to Streamline stockholders, (iii) the substantial doubt regarding the Company’s ability to continue as a going concern due to conditions related to its outstanding debt and other factors that are outside the control of the Company, as disclosed in Streamline’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025, as amended, (iv) Streamline’s inability, since the third fiscal quarter of 2022, to consistently generate sufficient revenues, EBITDA and liquidity to maintain compliance with the financial covenants under the Loan Agreement, (v) the fact that Streamline’s recent private placement notes payables have cross-default conditions with the senior loans under the Loan Agreement, (vi) ongoing challenges related to the Company’s ability to recruit and retain talent, especially within sales leadership, (vii) increasing competition from both existing competitors and potential entry by large, well-capitalized healthcare technology companies, and (viii) the other risk factors to Streamline’s business and prospects as set forth in Streamline’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025, as amended.

Arm’s-Length Negotiation Process with MDaudit. The fact that the terms of the Merger Agreement were the result of arm’s-length negotiations conducted by Streamline’s senior management with the knowledge and at the direction of the Streamline Board and with the assistance of its financial advisor and outside legal counsel, and the enhancements that Streamline and such advisors were able to obtain as a result of arm’s-length negotiations with MDaudit, including multiple increases in the valuation offered by MDaudit from the time MDaudit submitted its initial letter of intent on May 2, 2025 to the end of the negotiations, a number of changes in the terms and conditions of the Merger Agreement from the version initially proposed by MDaudit that were favorable to Streamline, and the inclusion of certain protections in the Merger Agreement that the Streamline Board believes increase the likelihood of completing the Merger.

Best Available Transaction. The Streamline Board’s belief that the Merger Consideration represented the best and highest price that could reasonably be obtained from MDaudit or any other potential counterparty at the time, that further negotiations or requests for a further price increase would create a risk of causing MDaudit to abandon the transaction altogether, in which event Company stockholders would lose the opportunity to obtain the Merger Consideration, and that there was no assurance that a more favorable opportunity to sell Streamline would arise later or through any alternative transaction.

Strategic Alternatives. The risks and potential benefits associated with other strategic alternatives and the potential for stockholder value creation associated with those alternatives, including, among other things, a sale to another potential counterparty or the continuation of Streamline’s business plan as an independent public company, and the Streamline Board’s conclusion, based upon the directors’ extensive knowledge of the Company’s current, historical and prospective financial condition and results of operations, competitive position, business and prospects and after a thorough review of strategic alternatives and discussions with Streamline’s senior management, the Streamline Board’s financial advisor and Streamline’s outside legal counsel, that the Merger Consideration is more favorable to Streamline stockholders than the potential value that might result from other available strategic options in light of the risks in obtaining such potential value.

Interactions with Other Potentially Interested Counterparties. The process conducted by Streamline to identify potential acquirors, taking into account (i) the expected interest of such parties in Streamline’s eValuator and RevID solutions, (ii) their financial capability to consummate a transaction of this size, (iii) the proposed transaction structure, and (iv) their ability to move quickly and efficiently in a process, including the market outreach conducted by Cain Brothers, as authorized by the Streamline Board, and the outcome of those discussions, as more fully described in the section above titled “—Background of the Merger” beginning on page 27.

Financial Analyses and Opinion of Cain Brothers. The financial analyses reviewed and discussed with the Streamline Board by representatives of Cain Brothers as well as the oral opinion of Cain Brothers rendered to the Streamline Board on May 28, 2025, which was subsequently confirmed in a written opinion as of the same date, as to the fairness, from a financial point of view, to the holders of Streamline common stock (other than Parent or any affiliate of Parent) of the Merger Consideration to be received by such holders pursuant to the Merger Agreement, subject to the limiting conditions, qualifications, assumptions and other matters set forth by Cain Brothers in its written opinion, as more fully described below under “—Opinion of the Streamline Board’s Financial Advisor” beginning on page 39.

Conditions to the Closing of the Merger; Likelihood of Closing. The likelihood that the Merger would be completed, in light of, among other things, the likelihood of satisfaction of the conditions in the Merger Agreement to the obligations of Parent and Merger Sub to effect the Merger, which are limited in number and scope, including the exceptions to the events that would constitute a “Material Adverse Effect” for purposes of the Merger Agreement (as described in the section of this proxy statement titled “The Merger Agreement—Representations and Warranties” beginning on page 59), that the closing of the Merger is not conditioned upon receipt of consents from customers or other third parties and the absence of a financing condition.

Terms of the Merger Agreement. The Streamline Board’s belief, following consultation with Streamline’s outside legal counsel, that the terms of the Merger Agreement, including the respective representations, warranties, covenants and termination rights of the parties, are reasonable and customary, and include the most favorable terms reasonably attainable from MDaudit as of May 28, 2025, the date of the Streamline Board’s approval of the Merger Agreement.

Ability to Respond to Certain Alternative Proposals. The fact that the provisions of the Merger Agreement allow Streamline, prior to the approval of the Merger Proposal by the Streamline stockholders, to engage or participate in discussions or negotiations with a third party that makes a bona fide written acquisition proposal that did not result from a breach of Streamline’s non-solicitation and related obligations, if Streamline complies with certain notice requirements and other specified conditions and the Streamline Board determines in good faith based on information then available and after consultation with its financial advisor and outside legal counsel, that such acquisition proposal constitutes, or is reasonably likely to result in, a superior proposal and failure to take such action would be reasonably likely to be inconsistent with its fiduciary obligations to the Streamline stockholders under applicable law.

Ability to Change its Recommendation for a Superior Proposal. The fact that the provisions of the Merger Agreement allow the Streamline Board to change its recommendation in favor of the adoption of the Merger Agreement in response to a superior proposal and terminate the Merger Agreement in order to accept a superior proposal if the Streamline Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that an acquisition proposal constitutes a superior proposal and a failure to take such action would be reasonably likely to be inconsistent with its fiduciary obligations to Streamline stockholders under applicable law (including taking into account any changes to the terms of the Merger Agreement that are proposed by Parent), subject to Streamline’s compliance with certain procedural requirements and, in connection with the termination of the Merger Agreement, payment to Parent of the Termination Fee.

Ability to Change its Recommendation in Connection with an Intervening Event. The fact that the provisions of the Merger Agreement allow the Streamline Board to change its recommendation in favor of the adoption of the Merger Agreement in response to an intervening event, if the Streamline Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that failure to take such action would be reasonably likely to be inconsistent with its fiduciary obligations to Streamline stockholders under applicable law (including taking into account any changes to the terms of the Merger Agreement that are proposed by Parent), subject to Streamline’s compliance with certain procedural requirements.

Termination Fee. The belief of the Streamline Board that the payment of the Termination Fee of $950,000 was not likely to unduly discourage additional competing third-party proposals or reduce the price of such proposals, that the Termination Fee was customary for transactions of this size and type, and that the size of the Termination Fee was reasonable in the context of comparable transactions.

No Financing Condition; Specific Performance. The fact that the Merger Agreement is not subject to a financing condition and that Streamline is entitled to specifically enforce the terms of the Merger Agreement as provided in the Merger Agreement.

Timing Considerations. The risk that if Streamline did not accept the offer by MDaudit (as provided for in the Merger Agreement), Streamline may not have another opportunity to do so or to accept a comparable opportunity, and the fact that the Streamline Board retained the ability (as provided in the Merger Agreement) to consider unsolicited proposals until the adoption of the Merger Agreement by the Streamline stockholders and to enter into an agreement with respect to an acquisition proposal that constitutes a superior proposal under certain circumstances (concurrently with terminating the Merger Agreement and paying the Termination Fee).

Appraisal Rights. The availability of statutory appraisal rights to the holders of Streamline common stock who do not vote in favor of the Merger Proposal and who otherwise comply with all required procedures under Section 262 of the DGCL, and the fact that there was no condition in the Merger Agreement relating to the maximum number of shares of Streamline common stock that could exercise appraisal rights. For more information regarding appraisal rights, see the sections of this proxy statement titled “The Merger Agreement—Effect of the Merger on Streamline Common Stock—Shares of Dissenting Stockholders” beginning on page 56 and “Appraisal Rights of Streamline Stockholders” beginning on page 78.

Voting Agreements. The fact that the supporting stockholders, who represented an aggregate of approximately 22% of the outstanding shares of Streamline common stock as of the date of the Merger Agreement, had agreed to enter into Voting Agreements with Parent, pursuant to which the supporting stockholders agreed, among other things, to vote all shares of Streamline common stock owned by them in favor of the Merger Proposal, the Adjournment Proposal and any other matters necessary for the consummation of the Merger, and the fact that each Voting Agreement will terminate upon the earliest of (i) the Effective Time, (ii) the valid termination of the Merger Agreement in accordance with its terms, (iii) the mutual written agreement of Parent and the applicable stockholder to terminate the Voting Agreement, and (iv) the date on which, subject to the terms of the Voting Agreements, the applicable stockholder delivers written notice to Parent of such stockholder’s election, in its sole discretion, to terminate the Voting Agreement following any amendment or modification to the Merger Agreement that reduces the amount of the Merger Consideration, changes the form of any of the Merger Consideration or otherwise modifies the terms of the Merger Agreement in a manner that is materially adverse to the Company’s stockholders as a whole.

Stockholder Approval. The fact that the consummation of the Merger is subject to the approval of Streamline’s stockholders, who will have the opportunity to adopt or reject the Merger Agreement, and additionally the fact that the Merger is supported by the supporting stockholders, as evidenced by their execution of the Voting Agreements.

In the course of its deliberations, the Streamline Board also considered certain countervailing factors related to entering into the Merger Agreement, including, but not limited to, the following (which are not necessarily presented in order of importance):

No Stockholder Participation in Future Growth or Earnings. The fact that Streamline stockholders will not participate in any future earnings or growth of Streamline and would lose the opportunity to realize the potential long-term value of the successful execution of Streamline’s current strategy as an independent public company, in the event the Company was able to address its ability to continue as a going concern.

Risk of Non-Completion. The possibility that the Merger might not be consummated or may be unduly delayed despite the parties’ efforts, including as a result of the failure of Streamline stockholders to approve the Merger Proposal, and the effect the resulting public announcement of the termination of the Merger Agreement may have on (i) the trading price of Streamline common stock and (ii) Streamline’s business and operating results, particularly in light of the costs incurred in connection with the Merger.

Possible Deterrence of Competing Offers. The risk that certain provisions of the Merger Agreement, including, among other things, that Streamline is prohibited from initiating or soliciting any inquiries or proposals that constitute, or would reasonably be expected to lead to, an acquisition proposal from a third party and the requirement that Streamline must pay the Termination Fee to Parent if the Merger Agreement is terminated under certain circumstances, may discourage other parties potentially interested in an acquisition of, or combination with, Streamline from pursuing that opportunity.

Tax Treatment. The fact that the Merger Consideration will generally be taxable to Streamline stockholders.

Possible Disruption of Streamline’s Business and Costs and Expenses. The possible disruption to Streamline’s business that may result from the Merger, the resulting distraction of Streamline’s management and potential attrition of Streamline’s employees and the costs and expenses associated with completing the Merger.

Restrictions on Operation of Streamline’s Business. The requirement that Streamline use commercially reasonable efforts to conduct its business in the ordinary course of business consistent with past practice, which may delay or prevent Streamline from undertaking business opportunities that may arise prior to the completion of the Merger, and the other restrictions on Streamline’s activities and operations prior to completion of the Merger.

Impact of Announcement. The uncertainty about the effect of the Merger, regardless of whether the Merger is completed, on Streamline’s employees, customers, vendors and other third parties, which may impair Streamline’s ability to attract, retain and motivate key personnel, and could cause customers, vendors and others to seek to change existing business relationships with Streamline. Additionally, the potential for litigation arising in connection with the Merger.

Other Risk Factors. The other risks associated with the Merger described in the section titled “Cautionary Statement Regarding Forward-Looking Information” on page 18 of this proxy statement.

In addition, the Streamline Board was aware of and considered the interests that Streamline’s directors and executive officers may have with respect to the Merger that differ from, or are in addition to, the interests of Streamline stockholders generally, as described below under “—Interests of Streamline’s Directors and Executive Officers in the Merger” beginning on page 48 of this proxy statement.

The Streamline Board considered all of the above factors as a whole, as well as others, and, on balance, concluded that the potentially negative factors associated with the Merger were significantly outweighed by the potential benefits that the Streamline Board expected the Streamline stockholders would achieve as a result of the Merger. The Streamline Board believed that the Merger would maximize the immediate value of Streamline stockholders’ shares and minimize the risks and uncertainty affecting the future prospects of Streamline, including the potential execution risks associated with its stand-alone financial plan. Accordingly, the Streamline Board unanimously (i) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, (ii) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, Streamline and the holders of shares of Streamline common stock, (iii) recommended that holders of shares of Streamline common stock adopt the Merger Agreement at the Special Meeting, and (iv) directed that the Merger Agreement be submitted to the holders of shares of Streamline common stock for adoption at the Special Meeting.

The foregoing discussion of the information and factors considered by the Streamline Board is not exhaustive, but Streamline believes it includes all the material factors considered by the Streamline Board. In view of the wide variety of factors considered in connection with its evaluation of the Merger and the complexity of these matters, the Streamline Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative or specific weight or values to any of these factors. Rather, the Streamline Board viewed its position and recommendation as being based on an overall analysis and on the totality of the information presented to and factors considered by the Streamline Board, including discussions with Streamline’s senior management and outside legal counsel and financial advisor. In addition, in considering the factors described above, individual directors may have applied his or her own personal business judgment to the process and given different weights to different factors.

This explanation of Streamline’s reasons for the Merger and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described under “Cautionary Statement Regarding Forward-Looking Statements” on page 18 of this proxy statement.

Opinion of the Streamline Board’s Financial Advisor

Streamline retained Cain Brothers to act as financial advisor to the Streamline Board in connection with one or more transactions such as the Merger and requested that Cain Brothers evaluate the fairness to the holders of Streamline common stock (other than Parent or any affiliate of Parent), from a financial point of view, of the Merger Consideration to be received by such holders pursuant to the Merger Agreement. In selecting Cain Brothers, the Streamline Board considered, among other things, Cain Brothers’ qualifications, expertise, reputation and knowledge of the business and affairs of Streamline and the industry in which Streamline operates.

On May 28, 2025, Cain Brothers rendered an oral opinion to the Streamline Board, which was subsequently confirmed in a written opinion as of the same date, as to the fairness, from a financial point of view, to the holders of Streamline common stock (other than Parent or any affiliate of Parent) of the Merger Consideration to be received by such holders pursuant to the Merger Agreement, based upon and subject to the various limiting conditions, qualifications, assumptions and other matters set forth therein with respect to the review undertaken by Cain Brothers.

The full text of Cain Brothers’ written opinion, dated May 28, 2025, is attached to this proxy statement as Annex C and incorporated by reference herein. You should read Cain Brothers’ opinion carefully and in its entirety for a discussion of, among other things, the scope of the review undertaken and the assumptions made, procedures followed, matters considered and qualifications and limitations with respect to the review undertaken by Cain Brothers in connection with its opinion. This summary is qualified in its entirety by reference to the full text of the opinion. Cain Brothers’ opinion was prepared for the use of the Streamline Board and addressed only the fairness from a financial point of view, as of the date of the opinion, of the Merger Consideration to be received by the holders of Streamline common stock (other than Parent or any affiliate of Parent) pursuant to the Merger Agreement. It does not constitute advice or a recommendation as to how any holders of Streamline common stock should vote with respect to the Merger or any other matter and does not in any manner address the price at which shares of Streamline common stock will trade at any time, if ever.

In connection with performing its review and analysis for purposes of rendering its opinion, Cain Brothers, among other things:

In preparing its opinion, Cain Brothers assumed and relied upon, with Streamline’s consent, the accuracy and completeness of all information provided to Cain Brothers by Streamline, that Streamline discussed with Cain Brothers, or that was publicly available and reviewed by Cain Brothers, and Cain Brothers relied upon the assurances of Streamline’s management that Streamline’s management was not aware of any facts that would make the information provided by Streamline inaccurate or misleading. Cain Brothers did not assume any responsibility for verifying and did not independently verify such information or undertake an appraisal of the assets or liabilities (contingent or otherwise) of Streamline, nor was Cain Brothers furnished with any such valuation or appraisal, and Cain Brothers did not provide any opinion as to the solvency of Streamline under any state or federal laws relating to bankruptcy, insolvency or similar matters. With respect to the projected financial and operational information of Streamline provided to Cain Brothers by Streamline’s management, Cain Brothers was advised by Streamline’s management, and Cain Brothers assumed based on discussions with Streamline’s management and the Streamline Board, that such projected financial and operational information had been reasonably prepared on bases reflecting the best currently available estimates and judgments of Streamline’s management of the future financial performance of Streamline and other matters covered thereby. Cain Brothers expressed no view as to such information or the assumptions on which it was based.

Cain Brothers did not review the books and records of Streamline other than those materials referenced above, nor did Cain Brothers conduct a physical inspection of the properties or facilities of Streamline, nor did Cain Brothers assume any responsibility for any such review or inspection. Cain Brothers expressed no opinion as to the liquidation value of any entity or as to the tax or other consequences of the Merger. Cain Brothers is not a legal, tax or accounting advisor and relied upon Streamline and its legal, tax and accounting advisors to make their own assessment of all legal, tax and accounting matters relating to Streamline and the Merger.

For purposes of its analysis and opinion, Cain Brothers assumed, with Streamline’s consent, that the executed version of the Merger Agreement would not differ in any material respect from the last draft Cain Brothers reviewed, and that the Merger would be consummated on the terms set forth therein, without waiver or modification of any material terms. Cain Brothers assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the draft Merger Agreement received by Cain Brothers were true and correct (except as set forth in any disclosure schedules or schedules of exceptions thereto), and that each party would perform all of the covenants and agreements required to be performed by it under the Merger Agreement without waiver or modification thereof that would be meaningful to Cain Brothers’ analysis. Cain Brothers further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger would be obtained without any adverse effect on the expected benefits of the Merger in any way meaningful to Cain Brothers’ analysis.

Cain Brothers’ opinion is necessarily based on economic, market and other conditions and circumstances as they existed and could be evaluated on, and the information made available to Cain Brothers as of, the date of the opinion. Events occurring after the date of the opinion may affect the opinion and the assumptions used in preparing it, and Cain Brothers did not assume any obligation to update, revise, reaffirm or withdraw the opinion or to otherwise comment upon events occurring after the date of the opinion.

Cain Brothers’ opinion does not constitute a recommendation to any director of Streamline or any holders of Streamline common stock as to how they should vote on, or otherwise act with respect to, the Merger and does not in any manner address the price at which Streamline common stock will trade at any time. Cain Brothers’ opinion does not address (i) the terms of the Merger except the fairness to the holders of Streamline common stock (other than Parent or any affiliate of Parent), from a financial point of view, of the Merger Consideration to be received by such holders in the Merger as expressly set forth in Cain Brothers’ opinion, (ii) the relative merits of the Merger and any other transactions or business strategies discussed by Streamline as alternatives to the Merger, or (iii) the decision of Streamline, the Streamline Board or the holders of Streamline common stock to engage in the Merger, the timing thereof or the process by which it was reached. Furthermore, Cain Brothers expressed no opinion with respect to the amount or nature of any compensation received by or agreements entered into with any officers, directors or employees of any party to the Merger, or any class of such persons, or with respect to the fairness of any such compensation relative to the Merger Consideration or otherwise, nor did Cain Brothers take any such compensation or agreements into account in rendering its opinion. Cain Brothers’ opinion was only one of many factors considered by the Streamline Board in evaluating the proposed Merger. Cain Brothers did not attribute any particular weight to any analysis or factor it considered, but instead made qualitative judgments as to the significance and relevance of each analysis and factor. Each method of analysis has inherent strengths and weaknesses, and the nature of the available information may further affect the analytic value of particular methods. Accordingly, Cain Brothers believes that its analyses must be considered as a whole and that selecting portions of its analyses, without considering all analyses, would create an incomplete view of the process underlying Cain Brothers’ opinion.

The summary of the financial analyses described below under the heading “—Summary of Financial Analyses of Streamline Board’s Financial Advisor” is a summary of the material financial analyses performed by Cain Brothers in arriving at its opinion and reviewed with the Streamline Board on May 28, 2025. The summary text describing each financial analysis does not constitute a complete description of Cain Brothers’ financial analyses, including the methodologies and assumptions underlying the analyses, and if viewed in isolation could create a misleading or incomplete view of the financial analyses performed by Cain Brothers. The summary text set forth below does not represent and should not be viewed by anyone as constituting conclusions reached by Cain Brothers with respect to any of the analyses performed by it in connection with its opinion. Rather, Cain Brothers made its determination as to the fairness to the holders of Streamline common stock (other than Parent or any affiliate of Parent), from a financial point of view, of the Merger Consideration to be received by such holders pursuant to the Merger Agreement on the basis of its experience and professional judgment after considering the results of all of the analyses performed.

Except as otherwise noted, the information utilized by Cain Brothers in its analyses, to the extent that it is based on market data, is based on market data as it existed on or before May 28, 2025, and is not necessarily indicative of current market conditions. The analyses described below do not purport to be indicative of actual future results or to reflect the prices at which any securities may trade in the public markets, which may vary depending upon various factors, including changes in interest rates, dividend rates, market conditions, economic conditions and other factors that influence the price of securities.

Summary of Financial Analyses of Streamline Board’s Financial Advisor

In order to reach a view regarding a valuation range for Streamline, Cain Brothers analyzed the historical and projected financial results of Streamline provided by Streamline’s management, as well as third-party market statistics, and applied the following valuation techniques: (a) a comparable public companies analysis, (b) a precedent M&A transactions analysis, and (c) a discounted cash flow analysis. For reference, Cain Brothers also performed a premiums paid analysis.

No individual methodology can be viewed on its own. Additionally, no company or transaction used in any analysis as a comparison is identical to Streamline or directly comparable to the Merger, and they all differ in material ways. Accordingly, an analysis of the results described below involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading value of the selected companies or precedent transactions to which they are being compared. In evaluating the comparable public companies and selected precedent transactions, Cain Brothers made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters which are beyond Streamline’s control, such as the impact of competition on Streamline and the industry generally, industry growth and the absence of any adverse material change in Streamline’s financial conditions and prospects or Streamline’s industry or the financial markets in general. As a consequence, mathematical derivations (such as the high, low, mean and median) of financial data are not by themselves meaningful and the ranges applied in Cain Brothers’ analysis were considered in conjunction with its experience and the exercise of judgment. Cain Brothers used these analyses to determine the impact of various operating metrics on the implied value per share of Streamline common stock. Each of these analyses yielded a range of implied values, and the implied value ranges developed from these analyses were viewed by Cain Brothers collectively and not individually.

Comparable Public Companies Analysis

Cain Brothers analyzed certain publicly available financial information and valuation multiples for selected publicly traded companies set forth in the table below under the heading “Selected Public Companies” engaged in provider-focused technology and tech-enabled services in the healthcare industry that Cain Brothers believed, based on its professional judgment and experience, to be comparable to Streamline for purposes of this analysis.

For each of these comparable public companies, Cain Brothers calculated the fully diluted enterprise value divided by (i) the revenue for the last-twelve months (which are referred to as the “LTM revenue multiples”) (based on the twelve-month period ending on March 31, 2025, which was the last day of the most-recently completed fiscal quarter of each such company for which data was available at the time of the analysis) and (ii) the estimated revenue for calendar year 2025 (which are referred to as the “CY 2025E revenue multiples”), in each case, based on publicly available Wall Street research analysts’ estimates and public filings, as shown below:

Based on an analysis of the LTM revenue multiples for the selected companies and the application of its professional judgment, Cain Brothers selected a representative multiple range of 1.50x to 2.00x. Cain Brothers then applied this range to Streamline’s last-twelve months’ revenue of approximately $17.9 million (calculated as the 12-month period ended January 31, 2025), as provided by Streamline’s management. Based on the approximately 4.4 million fully diluted shares of Streamline common stock outstanding as of May 27, 2025, as provided by Streamline’s management, this analysis implied a range of values for Streamline common stock of approximately $2.90 to $4.96 per share. Cain Brothers compared this range to the Merger Consideration of $5.34 per share, the closing price of Streamline common stock on May 27, 2025, the last trading day prior to the delivery of Cain Brothers’ opinion, of $2.20 per share and the 180-day volume-weighted average stock price of Streamline common stock as of May 27, 2025, of $3.06 per share.

Based on an analysis of the CY 2025E revenue multiples for the selected companies and the application of its professional judgment, Cain Brothers selected a representative multiple range of 1.50x to 2.00x. Cain Brothers then applied this range to Streamline’s estimated revenue of approximately $18.4 million for calendar year 2025, based on the May 2025 Forecast provided by Streamline’s management. Based on the approximately 4.4 million fully diluted shares of Streamline common stock outstanding as of May 27, 2025, as provided by Streamline’s management, this analysis implied a range of values for Streamline common stock of approximately $3.03 to $5.12 per share. Cain Brothers compared this range to the Merger Consideration of $5.34 per share, the closing price of Streamline common stock on May 27, 2025, of $2.20 per share and the 180-day volume-weighted average stock price of Streamline common stock as of May 27, 2025, of $3.06 per share.

Precedent M&A Transactions Analysis

Cain Brothers also performed an analysis of selected comparable M&A transactions involving companies engaged in provider-focused technology and tech-enabled services in the healthcare industry that Cain Brothers believed, based on its professional judgment and experience, shared certain characteristics with the Merger relevant for its analysis. Based on publicly available information and industry research reports, including certain financial data and the purchase prices paid in the transactions, Cain Brothers analyzed the 11 completed public company transactions set forth in the table below.

For each of the selected transactions listed below, Cain Brothers calculated the LTM revenue multiples, as shown below (based on the twelve-month period ending on the last day of the most recently completed fiscal quarter of the target company prior to the announcement of the transaction):

Based on its analysis of the LTM revenue multiples for the selected transactions and its professional judgment, Cain Brothers selected a representative multiple range of 2.00x to 2.50x. Cain Brothers then applied this range to Streamline’s last-twelve months’ revenue of approximately $17.9 million (calculated as the 12-month period ended January 31, 2025). Based on the approximately 4.4 million fully diluted shares of Streamline common stock outstanding as of May 27, 2025, as provided by Streamline’s management, this analysis implied a range of values for Streamline common stock of approximately $4.96 to $7.01 per share. Cain Brothers compared this range to the Merger Consideration of $5.34 per share, the closing price of Streamline common stock on May 27, 2025, of $2.20 per share and the 180-day volume-weighted average stock price of Streamline common stock as of May 27, 2025, of $3.06 per share.

Discounted Cash Flow Analysis

Cain Brothers performed an illustrative discounted cash flow analysis, which is designed to imply a range of potential per-share present values for Streamline common stock as of May 31, 2025, by:

Based on the calculations set forth above, this analysis implied a range of values for the Streamline common stock of approximately $2.20 to $3.66 per share. Cain Brothers compared this range to the Merger Consideration of $5.34 per share, the closing price of Streamline common stock on May 27, 2025, of $2.20 per share and the 180-day volume-weighted average stock price of Streamline common stock as of May 27, 2025, of $3.06 per share.

While discounted cash flow analysis is a widely accepted and practiced valuation methodology, it relies on a number of assumptions, including growth rates, terminal values and discount rates. The valuations derived from the discounted cash flow analysis are not necessarily indicative of Streamline’s present or future value or results. Discounted cash flow analysis in isolation from other analyses is not an effective method of evaluating transactions.

Premiums Paid Analysis

For reference purposes only, Cain Brothers reviewed the premiums paid in connection with 155 all-cash transactions dating back to May 27, 2015, involving companies publicly traded on a U.S. exchange across all industries, except biotechnology companies and financial institution companies, with an implied enterprise value between $25 million and $250 million.

For each of the target companies involved in the reviewed transactions, Cain Brothers calculated the premium paid by the acquiror over the target company’s closing stock price on the last trading day prior to the transaction announcement. Cain Brothers’ calculations implied an offer premium range of 22.2% to 63.7%. Cain Brothers then applied these premiums to the closing price of Streamline common stock on May 27, 2025, the last trading day prior to delivery of the Cain Brothers opinion, of $2.20 per share, resulting in an implied range of values for Streamline common stock of approximately $2.69 to $3.60 per share. Cain Brothers compared this range to the Merger Consideration of $5.34 per share, the closing price of Streamline common stock on May 27, 2025, of $2.20 per share and the 180-day volume-weighted average stock price of Streamline common stock as of May 27, 2025, of $3.06 per share. The Merger Consideration of $5.34 represented a premium of 142.7% to the closing price of Streamline common stock on May 27, 2025.

Cain Brothers also calculated the premium paid by the acquiror in such transactions over the target company’s 180-day volume-weighted average stock price as of the last trading day prior to the transaction announcement. Cain Brothers’ calculations implied an offer premium range of 13.6% to 60.9%. Cain Brothers then applied these premiums to the closing price of Streamline common stock on May 27, 2025, the last trading day prior to delivery of the Cain Brothers opinion, of $2.20 per share, resulting in an implied range of values for Streamline common stock of approximately $3.48 to $4.93 per share. Cain Brothers compared this range to the Merger Consideration of $5.34 per share, the closing price of Streamline common stock on May 27, 2025 of $2.20 per share and the 180-day volume-weighted average stock price of Streamline common stock as of May 27, 2025, of $3.06 per share. The Merger Consideration of $5.34 represented a premium of 74.5% to Streamline’s 180-day volume-weighted average stock price as of May 27, 2025.

Miscellaneous

In connection with Cain Brothers’ services as the financial advisor to the Streamline Board, pursuant to an engagement letter, dated November 5, 2024, as amended, Cain Brothers will receive an aggregate fee of approximately $1,750,000, $750,000 of which was earned upon Cain Brothers’ delivery of its oral opinion and payable upon the earlier of the Closing and the termination of the Merger Agreement, and $1,000,000 of which is payable upon, and subject to, the closing of the Merger. In addition, Streamline has agreed to reimburse Cain Brothers for certain expenses and to indemnify Cain Brothers under certain circumstances for certain liabilities that may arise out of Cain Brothers’ engagement.

During the two-year period prior to the date hereof, no material relationship existed between Cain Brothers or any of its affiliates and Streamline or MDaudit pursuant to which compensation was received by Cain Brothers or its affiliates. Cain Brothers does not have a direct financial interest in Streamline. Cain Brothers or one or more of its affiliates engage in a range of investment banking advisory, corporate and municipal finance, real estate advisory and merchant banking services and have in the past and may in the future represent, or hold a principal position in, a party with an interest in the matters of the Merger. KeyBanc Capital Markets and/or one of its affiliates could participate in the financing of the Merger and earn fees and interest in connection with such participation.

Certain Unaudited Prospective Financial Information

Streamline does not, as a matter of course, publicly disclose forecasts or internal projections as to future financial performance, revenues, financial condition or results of its operations, earnings or other results due to, among other things, the inherent difficulty of predicting financial performance for future periods and the uncertainty and unpredictability of the underlying assumptions and estimates. However, in connection with the Streamline Board’s review of strategic alternatives and evaluation of the Merger, and at the request of the Streamline Board, Streamline’s management prepared certain unaudited financial projections, which are summarized in this proxy statement below. These financial projections included:

The Financial Projections were not prepared with a view toward public disclosure, and the summary of the Financial Projections included in this proxy statement is included solely to provide Streamline stockholders access to certain prospective financial information that was made available to the Streamline Board and Cain Brothers for the purposes described above. The summary of the Financial Projections is not included in this proxy statement to influence a Streamline stockholder’s decision whether to vote to adopt the Merger Agreement or to influence any other investment or voting decision, including whether or not Streamline stockholders should seek appraisal rights with respect to their shares of Streamline common stock. These projections are not, and should not be viewed as, public guidance or even targets.

The Financial Projections, while necessarily presented with numerical specificity, were prepared by Streamline’s management at the request of the Streamline Board based on certain variables and assumptions, including about future performance, that are inherently uncertain and difficult to predict and many of which are beyond Streamline’s control. The Financial Projections reflect numerous estimates, assumptions and judgments based on information available at the time the Financial Projections were developed with respect to industry performance and competition, general business, economic, regulatory, market and financial conditions, other future events and matters specific to Streamline’s business. As a result, there can be no assurances that the Financial Projections accurately reflect future trends or accurately estimate Streamline’s future financial and operating performance. Important factors that may affect actual results and cause the Financial Projections not to be achieved include, but are not limited to, risks and uncertainties relating to Streamline’s business (including the ability to achieve strategic goals, objectives and targets over the applicable periods), industry performance, general business and economic conditions, and other risk factors described in Streamline’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025, as amended, and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC, as well as the matters described under the section titled “Cautionary Statement Regarding Forward-Looking Statements.”

The Financial Projections also reflect assumptions as to certain business decisions that are subject to change. In addition, the Financial Projections do not take into account any circumstances or events occurring after the date they were prepared, including the announcement of the Merger and any Merger-related expenses. The Financial Projections also do not take into account the effect of any failure of the Merger to close and should not be viewed as accurate or continuing in that context. The Financial Projections cover multiple years and, by their nature, become subject to greater uncertainty with each successive year. Accordingly, there can be no assurance that the Financial Projections will be realized, and actual results may vary materially from those shown.

The Financial Projections were, in the view of Streamline’s management, prepared on a reasonable basis and in good faith, and reflect the best available estimates and judgments at the time of preparation. However, none of Streamline, Cain Brothers or any of their respective affiliates, advisors, officers, directors or other representatives can give any assurance that actual results will not differ from these Financial Projections, and none of them undertakes any obligation to update or otherwise revise or reconcile the Financial Projections to reflect circumstances existing after the date such Financial Projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the Financial Projections are shown to be in error or no longer appropriate. Streamline does not intend to make publicly available any update or other revisions to the Financial Projections, except as required by law. None of Streamline, Cain Brothers or any of their respective affiliates, advisors, officers, directors or other representatives has made or makes any representation to any stockholder or other investor regarding the ultimate performance of Streamline compared to the information contained in the Financial Projections or that the projected results will be achieved.

The Financial Projections were not prepared with the assistance of, or reviewed, compiled, examined or audited by, the Company’s independent registered public accounting firm or any other independent accountants. Further, neither the Company’s independent registered public accounting firm nor any other independent accountants have expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the Financial Projections. The report of Streamline’s independent registered public accounting firm included in Streamline’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025, as amended, which is incorporated by reference into this proxy statement, relates to Streamline’s historical financial information and does not extend to the Financial Projections and should not be read to do so.

In addition, the Financial Projections were not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information or generally accepted accounting principles in the United States (“GAAP”). The Financial Projections incorporate non-GAAP financial measures, including Adjusted EBITDA and, with respect to the May 2025 Forecast, EBIT and Unlevered Free Cash Flow (each as defined below). In addition to Streamline’s results and measures of performance determined in accordance with the GAAP, Streamline’s management included forecasts of non-GAAP financial measures in the Financial Projections because Streamline’s management believes that non-GAAP financial measures can be useful in evaluating and comparing Streamline’s financial and operational performance over multiple periods, identifying trends affecting Streamline’s business, formulating business plans and making strategic decisions. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP, and non-GAAP financial measures as used by Streamline may differ from others in its industry and are not necessarily comparable with information presented under similar captions used by other companies. The financial measures included in forecasts provided to a financial advisor or a counterparty and included in disclosures in connection with a business combination transaction, such as the Financial Projections, are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to the most directly comparable GAAP financial measure. Reconciliations of non-GAAP financial measures were also not provided to or relied upon by the Streamline Board or by Cain Brothers for purposes of performing its financial analyses in connection with rendering its opinion to the Streamline Board (as described in the section titled “—Opinion of the Streamline Board’s Financial Advisor”). Accordingly, a reconciliation of the financial measures included in the Financial Projections to the most directly comparable GAAP financial measures is not provided.

In light of the foregoing factors and the uncertainties inherent in the Financial Projections, Streamline stockholders are cautioned not to place undue, if any, reliance on the Financial Projections included in this proxy statement. The Financial Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Streamline included in this proxy statement and in Streamline’s other public filings with the SEC. For additional information on Streamline’s actual results and historical financial information, see the section of this proxy statement titled “Where You Can Find More Information.”

May 2025 Forecast

The table below presents a summary of the May 2025 Forecast prepared by Streamline’s management in May 2025. The May 2025 Forecast was presented to and considered by the Streamline Board in connection with its consideration of the Merger and in reaching its unanimous determination on May 28, 2025, to approve and declare advisable the Merger Agreement, the Merger and the other transactions contemplated thereby and to recommend that Streamline stockholders adopt the Merger Agreement. The May 2025 Forecast was also provided to Cain Brothers, at the direction of the Streamline Board, and the Streamline Board directed Cain Brothers to use and rely on the May 2025 Forecast for purposes of performing its financial analyses and rendering its opinion to the Streamline Board, as more fully described above under the section titled “—Opinion of the Streamline Board’s Financial Advisor” beginning on page 39 of this proxy statement.

The May 2025 Forecast was prepared assuming Streamline’s continued operation as a standalone, publicly-traded company. Accordingly, the May 2025 Forecast does not take into account the Merger, including the impact of negotiating or executing the Merger Agreement, the expenses that may be incurred in connection with consummating the Merger, the effect of any business or strategic decision or action that has been or will be taken as a result of the execution of the Merger Agreement or any potential cost savings or revenue opportunities arising out of the Merger. The May 2025 Forecast also reflects numerous other assumptions that Streamline’s management made in good faith with respect to general business, economic, regulatory, market and financial conditions and Streamline’s operating performance, including with respect to the continued research, development and investment in software development relating to Streamline’s current SaaS solutions, revenue growth, costs of professional service and software licenses, research and development expenses, sales and marketing expenses, general and administrative expenses, and other relevant factors related to Streamline’s long-term operating plan. Among other things, the May 2025 Forecast reflects the following key assumptions and expectations: (i) macroeconomic conditions remain stable; (ii) no new regulatory or business changes occur relating to the Company’s business; (iii) competitor pricing remains rational; (iv) the interest rate environment remains stable; (v) limited access to additional debt and/or equity financing, consistent with Streamline’s recent experience; and (vi) improvement in sales due in large part to continued growth and investments in research & development and sales & market initiatives.

The foregoing is a summary of certain key assumptions and does not purport to be a comprehensive or exhaustive overview of all metrics and assumptions included or reflected in the May 2025 Forecast.

($’s in thousands)

February 2025 Forecast

The table below presents a summary of the February 2025 Forecast prepared by management in February 2025, which were included in the CIP made available to MDaudit and other potential buyers that executed a confidentiality agreement with Streamline in connection with the Sale Process. As noted above, the February 2025 Forecast were not used or relied on by Cain Brothers in connection with the rendering of its opinion to the Streamline Board. Although prepared in February 2025, the February 2025 Forecast included projections for the fiscal year ended January 31, 2025, as the actual financial results for the fiscal year ended January 31, 2025, were not available at the time the CIP was prepared for the potential bidders.

The February 2025 Forecast were prepared assuming a strategic transaction were consummated, and Streamline continued to operate as part of a larger corporation. As such, the February 2025 Forecast reflect numerous assumptions that Streamline’s management made in good faith with respect to Streamline’s operations as part of a larger corporation, including with respect to the elimination of public company expenses expected to result from a potential strategic transaction, which were not included in the May 2025 Forecast. The February 2025 Forecast also reflect numerous assumptions that Streamline’s management made in good faith with respect to general business, economic, regulatory, market and financial conditions and other aspects of Streamline’s operating performance. Among other things, the February 2025 Forecast reflect the following key assumptions and expectations: (i) macroeconomic conditions remain stable; (ii) no new regulatory or business changes occur relating to the combined business; (iii) competitor pricing remains rational; (iv) the interest rate environment remains stable; and (v)  material cost savings as a result of the elimination of certain public company expenses.

The foregoing is a summary of certain key assumptions and does not purport to be a comprehensive or exhaustive overview of all metrics and assumptions included or reflected in the February 2025 Forecast.

($’s in thousands)

Note: EBIT and unlevered free cash flow are not included in this summary of the February 2025 Forecast because EBIT and unlevered free cash flow were not provided to potential buyers or calculated by Streamline management for the February 2025 Forecast.

Interests of Streamline’s Directors and Executive Officers in the Merger

In considering the recommendation of the Streamline Board that you vote to approve the Merger Proposal, you should be aware that certain directors and executive officers of Streamline may have interests in the Merger that are different from, or in addition to, the interests of Streamline stockholders generally. The Streamline Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, in approving the Merger Agreement and the transactions contemplated by the Merger Agreement, and in recommending the approval of the Merger Proposal by the Streamline stockholders. Streamline’s stockholders should take these interests into account in deciding whether to vote “FOR” the Merger Proposal. These interests are described below, and certain of them are quantified within the narrative disclosure. The merger will constitute a “change in control” for purposes of the compensation arrangements described below. The amounts presented in the following discussion do not reflect the impact of applicable withholding or other taxes.

For purposes of this disclosure, Streamline’s current executive officers are as follows:

For purposes of this disclosure, Streamline’s current non-employee directors are as follows:

Treatment of Streamline Equity Awards

Each of our executive officers is party to an employment agreement with Streamline that provides that in the event of a “change in control” (as defined in the applicable employment agreement), all stock options, restricted stock, and all other equity awards granted to the executive officer prior to the change in control will immediately vest in full as of the date of the change in control. The Merger will qualify as a change in control under each of the employment agreements.

At the Effective Time, each Company Restricted Share that has vested as a result of such acceleration will automatically be cancelled and converted into the right to receive the Merger Consideration. At the Effective Time, each Company Restricted Share that is outstanding and unvested as of the Effective Time will automatically be cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of Streamline common stock corresponding to such Company Restricted Shares immediately prior to the Effective Time multiplied by (ii) the Merger Consideration.

The following table sets forth, for each of Streamline’s executive officers and the non-employee members of the Streamline Board, (a) the aggregate number of Company Restricted Shares held by such individual as of June 23, 2025, and (b) the estimated value that the executive officers and non-employee members of the Streamline Board will receive in respect of such Company Restricted Shares in connection with the Merger.

At the Effective Time, each Company Option that is outstanding and unexercised as of the Effective Time (whether vested or unvested) and has a per share exercise price that is less than the Merger Consideration will automatically be cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of Streamline common stock subject to such Company Option immediately prior to the Effective Time, multiplied by (ii) the excess of the Merger Consideration over the applicable exercise price per share of Streamline common stock subject to such Company Option, less applicable withholding taxes. Each Company Option that is outstanding and unexercised as of the Effective Time (whether vested or unvested) and has a per share exercise price that is equal to or greater than the Merger Consideration, such Company Option will automatically be cancelled at the Effective Time for no consideration.

As of the date of this proxy statement each outstanding Company Option was “out of the money” because it has a per share exercise price that is equal to or greater than the Merger Consideration and will be cancelled at the Effective Time for no consideration.

The following table sets forth, for each of Streamline’s executive officers and the non-employee members of the Streamline Board, (a) the aggregate number of shares of Streamline common stock subject to vested Company Options held by such individual as of June 23, 2025, (b) the aggregate number of shares of Streamline common stock subject to unvested Company Options as of June 23, 2025, and (c) the estimated value that the executive officers and non-employee members of the Streamline Board will receive in respect of such Company Options in connection with the Merger.

Treatment of Streamline Warrants Held by Directors and Executive Officers

At the Effective Time, each Company Warrant that is outstanding and unexercised as of the Effective Time and has a per share exercise price that is less than the Merger Consideration will be cancelled and converted into the right to receive a cash payment equal to (i) the number of shares of Streamline common stock subject to the Company Warrant immediately prior to the Effective Time, multiplied by (ii) the excess of the Merger Consideration over the exercise price per share of Streamline common stock subject to such Company Warrant, less applicable withholding taxes. Each Company Warrant that is outstanding and unexercised as of the Effective Time and has a per share exercise price that is equal to or greater than the Merger Consideration will be cancelled for no consideration.

As of the date of this proxy statement, each outstanding Company Warrant was “out of the money” because it has a per share exercise price that is equal to or greater than the Merger Consideration and will be cancelled at the Effective Time for no consideration.

The following table sets forth, for each of Streamline’s executive officers and the non-employee members of the Streamline Board, (a) the aggregate number of shares of Streamline common stock subject to Company Warrants held by such individual as of June 23, 2025, and (b) the estimated value that the executive officers and non-employee members of the Streamline Board will receive in respect of such Company Warrants in connection with the Merger.

Severance Entitlements

Each of our executive officers is party to an employment agreement with Streamline that provides for certain payments and benefits following a termination of employment in connection with a “change in control” ​(as defined in the applicable employment agreement). The Merger will qualify as a change in control under each of the employment agreements.

Each of the employment agreements provides that, in the event that the applicable executive officer’s employment is terminated by Streamline for reasons other than for “good cause”, ​“continued disability” ​(each as defined in the applicable employment agreement), or death, or if the executive officer resigns his or her employment for “good reason” (except for Mr. Stilwill and Mr. Reeves) within 90 days prior to a change in control or within the 12 months following a change in control (together, the “Change in Control Period” and such termination, a “CIC Qualifying Termination”), the executive officer will be entitled to:

If the proposed Merger resulted in “good reason” for Mr. Stilwill or Mr. Reeves and the executive officer terminated employment within 90 days of the initial existence of such good reason, the executive officer would be eligible to receive severance benefits equivalent to those provided upon a CIC Qualifying Termination, except for accelerated vesting of equity.

For each of our executive officers, their employment agreements provide that the amount of their change of control payments and benefits will be reduced to the extent necessary to avoid excise taxes under Section 4999 of the Code.

Under certain employment agreements, such benefits are subject to compliance with restrictive covenants, including confidentiality, non-compete, and non-solicitation of customers and employees. For Mr. Stilwill and Mr. Reeves, such benefits are also subject to the executive officer’s timely execution and effectiveness of a general release of claims in favor of Streamline. Except for trade secrets and information protected by law, the confidentiality covenant under each executive officer’s employment agreement will continue to apply following the termination of such executive officer’s employment until the expiration of a two-year period immediately following termination of employment. The confidentiality covenant under each executive officer’s employment agreement with respect to trade secrets and information protected by law will continue to apply indefinitely following the termination of such executive officer’s employment for any reason. The non-competition and non-solicitation covenants under each executive officer’s employment agreement will continue to apply for the one (1) year-period (or two (2) year-period for Mr. Green and Ms. Lovvorn) immediately following a termination of such executive’s employment.  The estimated aggregate value of the severance payments and benefits for each of Streamline’s named executive officers, including Mr. Green, Mr. Stilwill, and Mr. Reeves, is set forth in the section titled “—Quantification of Potential Payments and Benefits to Streamline’s Named Executive Officers in Connection with the Merger” below. Based on the same assumptions set forth in such section, the estimated aggregate value of severance payments and benefits provided to Ms. Lovvorn under her employment agreement upon a CIC Qualifying Termination is approximately $176,883.

Transaction Bonuses

In connection with the Merger, Streamline awarded certain cash bonuses to Mr. Stilwill and Mr. Reeves to incentivize and retain such employees through the Closing, which are payable on Streamline's first regular payroll date following the closing of the Merger. Such awards are contingent upon Closing and subject to the applicable executive officer’s continued service through the Closing. See the section titled “—Quantification of Potential Payments and Benefits to Streamline’s Named Executive Officers in Connection with the Merger” below for the amounts and additional details of the transaction bonuses awarded to Mr. Stilwill and Mr. Reeves.

Directors’ and Officers’ Indemnification and Insurance

Under the Merger Agreement, each present and former director and officer of Streamline has certain rights to indemnification, advancement of expenses and directors’ and officers’ liability insurance coverage. For further detail on these entitlements, see the section titled “The Merger Agreement—Directors’ and Officers’ Indemnification and Insurance” beginning on page 71 of this proxy statement.

Quantification of Potential Payments and Benefits to Streamline’s Named Executive Officers in Connection with the Merger

The table below sets forth the information required by Item 402(t) of Regulation S-K regarding compensation that is based on, or otherwise relates to, the Merger for each of Streamline’s named executive officers. Such amounts have been calculated assuming that:

Streamline’s named executive officers for purposes of the table below are Wyche T. Green, III, Benjamin L. Stilwill and Bryant J. Reeves, III. The calculations in the table below do not attempt to forecast any adjustments in compensation that may occur following the date of this proxy statement, including additional equity awards, grants or forfeitures that may occur prior to the effective time or any equity awards that, by their terms, vest irrespective of the Merger prior to the effective time. As a result of the foregoing assumptions and the assumptions described in the footnotes to the table below, which may or may not actually occur or be accurate on the relevant date, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

Golden Parachute Compensation

Financing of the Merger

The consummation of the Merger is not conditioned upon receipt or availability of any funds or financing by Parent. Parent has represented in the Merger Agreement that it has sufficient unrestricted cash on hand or other sources of immediately available funds to enable it to consummate the transactions contemplated by the Merger Agreement and pay the Merger Consideration under the Merger Agreement in accordance with the terms and conditions of the Merger Agreement and to make all other necessary payments of fees and expenses in connection with the transactions contemplated by the Merger Agreement.

Regulatory Matters

We are unaware of any material federal, state or foreign regulatory requirements or approvals that are required for the completion of the Merger, other than the filing of the certificate of merger with respect to the Merger with the Secretary of State of the State of Delaware.

Delisting and Deregistration of Streamline Common Stock

When the Merger is completed, the Streamline common stock will be delisted from Nasdaq and will be deregistered under the Exchange Act. As a result, following the Merger and such deregistration, we will no longer file periodic reports with the SEC.

Appraisal Rights of Streamline Stockholders

Streamline stockholders who do not vote in favor of approval of the Merger Proposal, who continuously hold their shares of Streamline common stock through the effective date of the Merger and who otherwise comply precisely with the applicable provisions of Section 262 of the DGCL will be entitled to seek appraisal of the fair value of their shares of Streamline common stock, as determined by the Delaware Court of Chancery, if the Merger is completed, in lieu of receiving the Merger Consideration in respect of such shares. The “fair value” of your shares of Streamline common stock as determined by the Delaware Court of Chancery could be greater than, the same as, or less than the value of the Merger Consideration that you would otherwise be entitled to receive under the terms of the Merger Agreement. Streamline stockholders who wish to exercise the right to seek an appraisal of their shares must so advise Streamline by submitting a written demand for appraisal in the form described in this proxy statement prior to the vote to approve the Merger Proposal and must otherwise follow the procedures prescribed by Section 262 of the DGCL. For further detail regarding appraisal rights, see the section titled “The Merger Agreement—Effect of the Merger on Streamline Common Stock—Shares of Dissenting Stockholders” beginning on page 56 of this proxy statement and the section entitled “Appraisal Rights of Streamline Stockholders” beginning on page 78 of this proxy statement.

The text of Section 262 of the DGCL is attached as Annex D to this proxy statement. The foregoing summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this proxy statement. You are encouraged to read these provisions carefully and in their entirety. Due to the complexity of the procedures for exercising appraisal rights, Streamline stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel and their financial advisors. Failure to strictly comply with these provisions may result in the loss of appraisal rights.

THE MERGER AGREEMENT

The following describes the material provisions of the Merger Agreement, which is attached as Annex A to this proxy statement and is incorporated by reference herein. The summary of the material provisions of the Merger Agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the Merger Agreement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. Streamline encourages you to read carefully the Merger Agreement in its entirety before making any decisions regarding the Merger as the Merger Agreement is the legal document governing the Merger.

Explanatory Note Regarding the Merger Agreement

The Merger Agreement attached as Annex A to this proxy statement and this summary of its terms have been included to provide you with information regarding the terms of the Merger Agreement and are not intended to provide any factual information about Streamline or supplement, update or modify any factual disclosures about Streamline in its public reports filed with the SEC. The representations, warranties and covenants made in the Merger Agreement by Streamline, Parent, and Merger Sub are qualified and subject to important limitations agreed to by the parties to the Merger Agreement in connection with negotiating the terms of the Merger Agreement. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were made solely for the benefit of the parties to the Merger Agreement and were negotiated with the principal purpose of allocating risk between the parties to the Merger Agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality that may be different from that generally relevant to stockholders or applicable to reports and documents filed with the SEC, have been qualified by the disclosures contained in certain documents filed with the SEC by Streamline from and after February 1, 2022 and publicly available prior to May 29, 2025, and in some cases are qualified by confidential disclosures that were made by each party to the other, which disclosures are not publicly disclosed. Further, the representations and warranties in the Merger Agreement were made only as of May 29, 2025 (or such other date as is specified in the Merger Agreement), and information concerning the subject matter of the representations and warranties may have changed since such date. The representations and warranties in the Merger Agreement will not survive the completion of the Merger.

For the foregoing reasons, Streamline stockholders should not rely on the representations, warranties and covenants in the Merger Agreement or any descriptions thereof as characterizations of the actual state of facts or condition of Streamline, Parent, Merger Sub or any of their respective subsidiaries or affiliates. The representations, warranties and covenants or any descriptions of those provisions should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement. Streamline is responsible for considering whether additional disclosure of material information is required to make the statements in this proxy statement not misleading and will provide additional disclosure in its public reports of any material information necessary to provide Streamline stockholders with a materially complete understanding of the disclosures relating to the Merger Agreement.

Additional information about Streamline may be found elsewhere in this proxy statement and Streamline’s other public filings. See “Where You Can Find More Information” beginning on page 92 of this proxy statement.

Structure of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time and in accordance with the DGCL, Merger Sub will be merged with and into the Company and the separate corporate existence of Merger Sub will cease. The Company will continue as the surviving corporation of the Merger (the “surviving corporation”). From and after the Effective Time, the Merger will have the effects as set forth in the Merger Agreement, the certificate of merger to be executed and filed with the Secretary of State of Delaware in accordance with the DGCL, and the applicable provisions of the DGCL. At the Effective Time all (a) of the property, rights, privileges, and powers of the Company and Merger Sub will vest in the surviving corporation; and (b) debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the surviving corporation.

At the Effective Time, the certificate of incorporation of the Company as in effect immediately prior to the Effective Time will be amended and restated in its entirety to read as set forth in Exhibit A to the Merger Agreement and, as so amended and restated, will be the certificate of incorporation of the surviving corporation until thereafter amended as provided therein or as provided by applicable law.

At the Effective Time, the bylaws of the Company will be amended and restated in their entirety to read as the bylaws of Merger Sub read immediately prior to the Effective Time, except that references to Merger Sub’s name will be replaced with references to “Streamline Health Solutions, Inc.”, until thereafter amended as provided therein, by the certification of incorporation of the surviving corporation or as provided by applicable law.

At the Effective Time, the initial directors of the surviving corporation will be the directors of Merger Sub as of immediately prior to the Effective Time, with each to hold office until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the DGCL, the certificate of incorporation of the surviving corporation, and the bylaws of the surviving corporation.

At the Effective Time, the initial officers of the surviving corporation will be the officers of the Company as of immediately prior to the Effective Time, with each to hold office until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the DGCL, the certificate of incorporation of the surviving corporation, and the bylaws of the surviving corporation. The Company will, at the request of Parent, use its reasonable best efforts to cause any officers or directors of the Company or any of its subsidiaries designated by Parent to resign only in such capacity (and not in his or her capacity as an employee of the Company or any of its Subsidiaries) at least two business days prior to the Closing Date, in each case, effective as of the Effective Time.

Timing of Closing; Effective Time

Unless otherwise mutually agreed in writing between Streamline and Parent, the Closing will take place (a) at 9:00 a.m. (Eastern Time) on the third business day following the day on which the last to be satisfied or waived (to the extent waivable under applicable law and the Merger Agreement) of the conditions to Closing set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent waivable under applicable law and the Merger Agreement) of those conditions) has been satisfied or waived in accordance with the Merger Agreement.

Upon the terms and subject to the conditions set forth in the Merger Agreement, on the Closing Date, Streamline and Parent will cause the Merger to be consummated by filing all necessary documentation, including a certificate of merger in customary form and substance, with the Secretary of State of the State of Delaware in accordance with the DGCL. The Merger will become effective at the time such certificate of merger has been filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by Streamline, Parent and Merger Sub in writing and specified in such certificate of merger.

Effect of the Merger on Streamline Common Stock

Conversion of Streamline Common Stock

At the Effective Time, each share of Streamline common stock issued and outstanding immediately prior to the Effective Time (other than (i) excluded shares and (ii) any shares of Streamline common stock held by holders who have not voted in favor of the adoption of the Merger Agreement (or consented thereto in writing) and who are entitled to demand, and who have perfected a demand, for appraisal rights of such shares in accordance with Section 262 of the DGCL), will be automatically converted into the right to receive $5.34 per share of Streamline common stock in cash, without interest.

At the Effective Time, all of the shares of Streamline common stock converted into the right to receive the Merger Consideration will cease to be outstanding, will be automatically cancelled and will cease to exist, and the holders of certificates or book-entry evidence of shares that immediately prior to the Effective Time represented such shares of Streamline common stock will cease to have any rights with respect to such shares of Streamline common stock other than the right to receive, upon surrender of such certificates or book-entry evidence of shares, the Merger Consideration without interest.

Cancellation of Certain Streamline Common Stock

At the Effective Time, any shares of Streamline common stock that are held by Streamline as treasury stock and not held on behalf of third parties, any shares of Streamline common stock owned by Parent or Merger Sub and any shares of Streamline common stock owned by any direct or indirect wholly owned subsidiary of Parent or Merger Sub, in each case, that are issued and outstanding immediately prior to the Effective Time, will, as a result of the Merger and without any action on the part of the holder of such shares of Streamline common stock, cease to be outstanding and automatically cancelled without payment of any consideration therefor or any conversion thereof and cease to exist.

Shares of Merger Sub

At the Effective Time, each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time will, as a result of the Merger and without any action on the part of the holder of such shares, be automatically converted into one fully paid and nonassessable share of the same class or series of capital stock of the surviving corporation.

Shares of Dissenting Stockholders

Shares of Streamline common stock that are issued and outstanding as of immediately prior to the Effective Time and held by holders who have not voted in favor of the adoption of the Merger Agreement (or consent thereto in writing) and who are entitled to demand, and who have perfected a demand, for appraisal rights of such shares in accordance with Section 262 of the DGCL, will not be converted into the right to receive the Merger Consideration, but instead will be entitled to only such rights as are granted by Section 262 of the DGCL.

If any dissenting stockholder fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or waives or otherwise loses such right to appraisal of such shares of Streamline common stock pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such dissenting stockholder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Streamline common stock will be deemed to have been converted into, and have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest.

Streamline will (i) give Parent written notice of any demands for appraisal of shares of Streamline common stock, withdrawals or attempted withdrawals of such demands and any other instruments served or delivered pursuant to the DGCL and received by Streamline with respect to such shares promptly after receipt by Streamline, and (ii) give Parent the opportunity, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands for appraisal pursuant to the DGCL in respect of such shares. Streamline will not, except with the prior written consent of Parent, (A) make any payment with respect to any such demands for appraisal, (B) offer to settle or settle any such demands or (C) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the DGCL.

For more information regarding appraisal rights, see the section titled “—Appraisal Rights of Streamline Stockholders.” In addition, a copy of Section 262 of the DGCL is attached as Annex D to this proxy statement.

Treatment of Streamline Equity Awards

At the Effective Time, each Company Option that is outstanding and unexercised as of the Effective Time (whether vested or unvested) and has a per share exercise price that is less than the Merger Consideration, will, automatically and without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of Streamline common stock subject to such Company Option immediately prior to the Effective Time multiplied by (ii) the excess of (A) the Merger Consideration over (B) the exercise price per share of Streamline common stock of such Company Option. Notwithstanding the foregoing, each Company Option that is outstanding and unexercised as of the Effective Time (whether vested or unvested) and has a per share exercise price equal to or greater than the Merger Consideration will, automatically and without any action on the part of Parent, Merger Sub, the Company, or the holder thereof, be cancelled at the Effective Time for no consideration.

At the Effective Time, each Company Restricted Share that is outstanding and unvested as of the Effective Time will, automatically and without any action on the part of Parent, Merger Sub, the Company, or the holder thereof, be cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of shares of Streamline common stock corresponding to such Company Restricted Share immediately prior to the Effective Time, multiplied by (ii) the Merger Consideration.

Treatment of Streamline Warrants

At the Effective Time, each Company Warrant that is outstanding and unexercised as of the Effective Time and has a per share exercise price that is less than the Merger Consideration, will, automatically and without any action on the part of Parent, Merger Sub, Streamline, or the holder thereof, be cancelled and converted into the right to receive (i) a cash payment equal to (A) the number of shares of Streamline common stock subject to the Company Warrant immediately prior to the Effective Time multiplied by (B) the excess, if any, of (x) the Merger Consideration over (y) the exercise price per share of Streamline common stock of such Company Warrant. Each Company Warrant that is outstanding and unexercised as of the Effective Time and has a per share exercise price equal to or greater than the Merger Consideration will, automatically and without any action on the part of Parent, Merger Sub, Streamline, or the holder thereof, be cancelled for no consideration at the Effective Time. Following May 29, 2025, the Company will deliver in a timely manner all notices to the holders of any Company Warrants required under the terms of such Company Warrants in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement.

Surrender and Payment Procedures

Prior to the Effective Time, Parent will appoint Streamline’s transfer agent or another bank or trust company reasonably acceptable to Streamline to serve as the paying agent (the “Paying Agent”) and will enter into an agreement reasonably acceptable to Streamline relating to the Paying Agent’s responsibilities with respect to the Merger Agreement.

At or prior to the Effective Time, Parent will deposit, or cause to be deposited, with the Paying Agent an amount in cash sufficient to pay the aggregate Merger Consideration (other than in respect of excluded shares) (such cash, the “Payment Fund”).

As promptly as reasonably practicable following the Effective Time and in any event not later than the third business day thereafter, the surviving corporation will cause the Paying Agent to mail to each holder of record of a certificate that immediately prior to the Effective Time represented outstanding shares of Streamline common stock (other than in respect of excluded shares) (“share certificate”) (i) a letter of transmittal, which will specify that delivery will be effected, and risk of loss and title to the share certificate(s) will pass, only upon proper delivery of the share certificate(s) (or affidavit(s) of loss in lieu thereof) to the Paying Agent and which will be in the form and have such other provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of the share certificate(s) in exchange for the Merger Consideration into which the number of shares of Streamline common stock previously represented by such share certificate(s) will have been converted pursuant to the Merger Agreement (which instructions will be in the form and have such other provisions as Parent may reasonably specify).

As promptly as reasonably practicable following the Effective Time and in any event not later than the third business day thereafter, the surviving corporation will cause the Paying Agent to mail to each holder of record of book-entry evidence of shares (“Book-Entry Evidence”) of Streamline common stock not held through The Depository Trust Company (“DTC”) (and to deliver to DTC, in the case of holders of Book-Entry Evidence held through DTC) that immediately prior to the Effective Time represented outstanding shares of Streamline common stock (other than in respect of the excluded shares) (i) a letter of transmittal, which will be in the form and have such other provisions as Parent may reasonably specify, and (ii) instructions for returning such letter of transmittal in exchange for the right to receive the Merger Consideration into which the number of shares of Streamline common stock previously represented by such Book-Entry Evidence will have been converted pursuant to the Merger Agreement (which instructions will be in the form and have such other provisions as Parent may reasonably specify). Notwithstanding anything to the contrary contained in the Merger Agreement, no holder of Book-Entry Evidence will be required to deliver a share certificate or, in the case of holders of Book-Entry Evidence held through DTC, an executed letter of transmittal to the Paying Agent to receive the Merger Consideration.

Upon surrender of a share certificate (or affidavit of loss in lieu thereof) or Book-Entry Evidence for cancellation to the Paying Agent, together with, in the case of share certificates and Book-Entry Evidence not held through DTC, a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, or, in the case of Book-Entry Evidence held through DTC, receipt of an “agent’s message” by the Paying Agent, and, in each case, such other documents as may be required pursuant to such instructions, the holder of such share certificate or Book-Entry Evidence will be entitled to receive in exchange therefor, the Merger Consideration for each share of Streamline common stock formerly represented by such share certificate or Book-Entry Evidence upon the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such share certificate (or affidavit of loss in lieu thereof), Book-Entry Evidence or “agent’s message,” and, in each case, the share certificate (or affidavit of loss in lieu thereof) or Book-Entry Evidence so surrendered will be cancelled.

Lost, Stolen or Destroyed Share Certificates

In the event that a Streamline share certificate is lost, stolen or destroyed, the person claiming such share certificate has been lost, stolen or destroyed may obtain the Merger Consideration by (i) making of an affidavit, in form and substance reasonably acceptable to Parent and the Paying Agent, regarding the loss, theft or destruction of the share certificate and (ii) if reasonably required by the surviving corporation, posting a bond, in such reasonable and customary amount as the surviving corporation may direct, as indemnity against any claim that may be made against the surviving corporation with respect to such share certificate.

Rights of Streamline Stockholders Following the Effective Time; Transfers Following the Effective Time

From and after the Effective Time, the stock transfer books of the Company will be closed and there will be no transfers on the stock transfer books of the Company of the shares of Streamline common stock that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of share certificates or Book-Entry Evidence will cease to have any rights with respect to such shares of Streamline common stock formerly represented thereby except a provided in the Merger Agreement or by applicable law. On or after the Effective Time, any share certificates or Book-Entry Evidence presented to the Paying Agent, Parent or the surviving corporation for any reason will be canceled and exchanged for the Merger Consideration.

Any portion of the Payment Fund (including the proceeds of any investments of the Payment Fund) that remains undistributed to the holders of share certificates or Book-Entry Evidence on the one-year anniversary of the Effective Time will be delivered by the Paying Agent to Parent or an affiliate thereof designated by Parent. Any holder of shares of Streamline common stock (other than excluded shares) who has not theretofore complied with the above provisions will thereafter look only to Parent (subject to abandoned property, escheat or similar laws) as general creditors thereof for payment of the Merger Consideration (after giving effect to any required tax withholdings) upon delivery of the shares of Streamline common stock, without any interest. Notwithstanding the foregoing, none of the Company, the surviving corporation, Parent, the Paying Agent or any other person will be liable to any former holder of shares of Streamline common stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. To the fullest extent permitted by law, immediately prior to the date any Merger Consideration would otherwise escheat to or become the property of any governmental authority, such Merger Consideration will become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto.

Withholding Rights

Each of Parent, the Company, Merger Sub, the surviving corporation and the Paying Agent (and any affiliates and designees of the foregoing), as applicable, will be entitled to deduct or withhold, or cause to be deducted or withheld, from the amounts otherwise payable pursuant to the Merger Agreement such amounts as it reasonably determines it is required to deduct or withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended, or any other applicable U.S. federal, state or local or non-U.S. law. To the extent that amounts are so deducted or withheld and remitted to the applicable governmental authority, such deducted or withheld amounts will be treated for all purposes of the Merger Agreement as having been paid to the person or entity in respect of which such deduction or withholding was made.

Representations and Warranties

The Merger Agreement contains representations and warranties that the Company, on the one hand, and Parent and Merger Sub, on the other hand, have made to one another, which are qualified in many cases by knowledge, materiality, or “Material Adverse Effect” (as further described below). The representations and warranties are also subject to certain exceptions and other qualifications set forth in the Merger Agreement and in confidential disclosures that were made by the parties in the disclosure schedules delivered concurrently with the Merger Agreement. With respect to the representations and warranties made by the Company, many of such representations and are further qualified by the disclosures set forth in the documents filed by the Company with the SEC from and including February 1, 2022 and publicly available prior to May 29, 2025 (including all exhibits and schedules thereto and documents incorporated by reference therein, but excluding any disclosures set forth in any risk factor or “forward-looking statements” section or any similar section, to the extent they are forward-looking in nature). Subject to such qualifications, the Company has made customary representations and warranties to Parent and Merger Sub in the Merger Agreement as to, among other things:

Subject to the qualifications above, the Merger Agreement also contains customary representations and warranties of Parent and Merger Sub to the Company as to, among other things:

The representations and warranties in the Merger Agreement do not survive the Closing or termination of the Merger Agreement.

As noted above, certain of the representations and warranties made by Streamline in the Merger Agreement are qualified by a “Material Adverse Effect” qualification. For purposes of the Merger Agreement, a “Material Adverse Effect” means any change, effect, event, occurrence, circumstance, fact or development that has had or would reasonably be expected to have, individually or in the aggregate, a materially adverse effect on (a) the assets, properties, business, results of operation or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole or (b) the ability of the Company or any of its subsidiaries to perform its obligations under the Merger Agreement or to consummate the transactions contemplated by the Merger Agreement, including the Merger; provided, however, that no change, effect, event, occurrence, circumstance, fact or development resulting from the following will constitute a Material Adverse Effect or be taken into account in determining whether a Material Adverse Effect has occurred, is occurring or would reasonably be expected to occur solely with respect to the foregoing clause (a):

However, in the case of the first through sixth bullets above, to the extent the Company and its subsidiaries, taken as a whole, are disproportionately adversely affected by such changes, effects, events, occurrences, circumstances, facts or developments compared to other participants in the industry in which the Company and its subsidiaries operate, then such disproportionality may be taken into account in determining whether a Material Adverse Effect has occurred, is occurring or would reasonably be expected to occur.

Conduct of Businesses of Streamline Prior to Completion of the Merger

The Merger Agreement provides that from May 29, 2025 until the earlier of the Effective Time or the termination of the Merger Agreement, except (i) as expressly contemplated, required or permitted by the Merger Agreement, (ii) as required by applicable law, (iii) as approved in writing by Parent (which approval will not to be unreasonably withheld, delayed or conditioned), or (iv) as set forth in the disclosure schedule delivered by the Company concurrently with the Merger Agreement, the Company will, and will cause its subsidiaries to, use its and their commercially reasonable efforts to (A) conduct their businesses in the ordinary course of business consistent with past practice, and (B) preserve intact in all material respects their respective assets, properties, business organizations and relationships and goodwill with partners, customers, clients, suppliers, distributors, licensors, licensees, employees, contractors and other persons with which it has material business dealings.

From May 29, 2025 until the earlier of the Effective Time or the termination of the Merger Agreement, except (i) as expressly contemplated, required or permitted by the Merger Agreement, (ii) as required by applicable law, or (iii) as approved in writing by Parent (such approval not to be unreasonably withheld, delayed or conditioned), or (iv) or as set forth in the disclosure schedule delivered by the Company concurrently with the Merger Agreement, the Company will not, and will cause its subsidiaries not to:

Nothing contained in the Merger Agreement is intended to give Parent or Merger Sub or any of their affiliates, directly or indirectly, the right to control or direct the operations of the Company and its subsidiaries prior to the Effective Time. Prior to the Effective Time, the Company will exercise, consistent with the terms and conditions of the Merger Agreement, complete control and supervision over its and its subsidiaries’ respective operations.

Conduct of Business of Parent Prior to Completion of the Merger

The Merger Agreement also provides for certain restrictions on Parent’s activities. Parent must not take any action or fail to take any action that could reasonably be expected to hinder, delay or prevent the obtaining of clearance or any consent or the expiration of the required waiting periods under any antitrust law or other applicable law or otherwise hinder, delay or prevent the consummation of any of the transactions contemplated by the Merger Agreement. In addition, without the prior written consent of the Company, Parent may not permit or agree to permit any person to obtain any equity interests in Parent or Merger Sub if such action would, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and any other transactions contemplated by the Merger Agreement.

Stockholder Meeting and Board Recommendation

The Merger Agreement requires that the Company take, in accordance with applicable law and its organizational documents, all action necessary to duly call, give notice of, convene and hold the Special Meeting as promptly as possible after confirmation that the SEC will not review, or that the SEC has completed its review of, this proxy statement, to consider and vote upon the adoption of the Merger Agreement and to cause such vote to be taken, and the Company may not postpone or adjourn such meeting, except to the extent advised by counsel to be necessary to comply with law or as provided below. In connection with the Special Meeting, the Company may not submit any other proposal (other than matters of procedure and matters required by law to be voted on by the Company’s stockholders in connection with the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement).

The Company may (and if requested by Parent on no more than two occasions, will) adjourn, recess, postpone or otherwise delay the Special Meeting for a reasonable period to solicit additional proxies, if the Company or Parent, as applicable, reasonably believes there will be insufficient shares of Streamline common stock represented (either in person or by proxy) to constitute a quorum necessary either to conduct the business of the Special Meeting or to approve the Merger Proposal (it being understood that the Company may not postpone or adjourn the Special Meeting more than two times to solicit additional proxies without Parent’s prior written consent). The Company may also adjourn, recess, postpone or otherwise delay the Special Meeting to the extent necessary to ensure that any supplement or amendment to this proxy statement that is required by applicable law is provided to the stockholders of the Company within a reasonable amount of time in advance of the Special Meeting. Unless agreed in writing by the Company and Parent, any single adjournment, recess or postponement will be for a period of no more than ten (10) business days and, if applicable, will be for the minimum duration determined by the Company in good faith to be necessary to give stockholders of the Company sufficient time to evaluate any applicable supplement or amendment. The Company must use its reasonable best efforts to obtain the Streamline stockholder approval of the Merger Proposal and will not change the Record Date without the prior written consent of Parent unless required by applicable law.

The Company has further agreed (i) to provide Parent periodic updates concerning proxy solicitation results on a timely basis (including, if requested, promptly providing daily voting reports to the extent received from the Company’s proxy solicitor) and (ii) to give written notice to Parent one business day prior to the Special Meeting and on the day of, but prior to, the Special Meeting of the status of the approval of the Merger Proposal. The Company will also permit Parent and its representatives to attend the Special Meeting.

No Solicitation of Other Offers by Streamline

Under the Merger Agreement, subject to certain exceptions described below, the Company has agreed that, from and after May 29, 2025 until the earlier of the Effective Time or the date the Merger Agreement is terminated, neither the Company nor any of its subsidiaries, nor any of the employees (including any officers) and directors of the Company or its subsidiaries will, and the Company must instruct and use its commercially reasonable efforts to cause the Company’s and its subsidiaries’ other representatives not to, directly or indirectly:

The Company will, and will cause its subsidiaries and the Company’s and its subsidiaries’ respective representatives to, (i) immediately cease any and all existing activities, discussions or negotiations with any persons or group with respect to any of the matters referenced above, (ii) promptly terminate all access granted to any such persons or group and their representatives to any physical or electronic data room (or any other diligence access), and (iii) promptly (and in any event within two business days following May 29, 2025) request any third party that has executed a confidentiality or non-disclosure agreement in connection with any actual or potential acquisition proposal to return or destroy all confidential information in the possession of such third party or its representatives.

For purposes of the Merger Agreement and as used in this proxy statement, an “acquisition proposal” means any proposal or offer from any third party relating to, or that would reasonably be expected to lead to, any transaction or series of related transactions that, if consummated, would result in:

Prior to the approval of the Merger Proposal by the Streamline stockholders, in response to a bona fide written acquisition proposal received after May 29, 2025 that did not result from a breach of the terms of the Merger Agreement described in this section or in the section titled “—Change of Recommendation; Match Rights”, the Company may, or may authorize its representatives to, (i) provide information in response to a request therefor by a third party who has made such a bona fide written acquisition proposal if the Company receives from such third party so requesting such information an acceptable confidentiality agreement (as defined below) (except that such acceptable confidentiality agreement need not prohibit the making, or amendment, of an acquisition proposal) and the Company substantially concurrently discloses (and, if applicable, provides copies of) any such information to Parent to the extent not previously disclosed or provided; and (ii) engage or participate in any discussions or negotiations with any third party who has made such a bona fide written acquisition proposal, if and only to the extent that, in each such case, prior to taking such particular action, the Streamline Board determines in good faith based on the information then available and after consultation with its financial advisor and outside legal counsel that (A) such acquisition proposal either constitutes a superior proposal (as defined below) or is reasonably likely to result in a superior proposal and (B) failure to take such action would be reasonably likely to be inconsistent with its fiduciary obligations to Streamline’s stockholders under applicable law. The Company is required to notify Parent promptly (but in any event within 48 hours) of any such determination.

For purposes of the Merger Agreement and as used in this proxy statement, an “acceptable confidentiality agreement” means an agreement with the Company that is either in effect as May 29, 2025 or executed, delivered and effective after May 29, 2025, in either case (i) containing provisions that require any counterparty thereto (and any of its affiliates and representatives named therein) that receive non-public information of or with respect to the Company to keep such information confidential (subject to customary exceptions), (ii) other than with respect to any immaterial provisions, containing confidentiality provisions not less favorable to the Company in any material respect than the terms of the confidentiality agreement entered into between the Company and a subsidiary of Parent, and (iii) that does not (A) prohibit the Company from providing any information to Parent in accordance with or otherwise complying with the terms of the Merger Agreement described in this section and in the section titled “—Change of Recommendation; Match Rights” or (B) provide for the reimbursement by the Company or any of its subsidiaries of any of the counterparty’s costs or expenses.

For purposes of the Merger Agreement and as used in this proxy statement, a “superior proposal” means a bona fide written acquisition proposal (with references to 20% in the definition of acquisition proposal being deemed to be replaced with references to 50%) by a third party other than Parent, Merger Sub and their respective Affiliates that (i) was not the result of a breach of the terms of the Merger Agreement described in this section and in the section titled “—Change of Recommendation; Match Rights”, and (ii) the Streamline Board determines in good faith, after consultation with its financial advisors and outside legal counsel, would, if consummated, result in a transaction that is more favorable from a financial point of view to Streamline stockholders (in their capacities as such) than the transactions contemplated by the Merger Agreement, including the Merger, and after taking into account (A) any revisions to the Merger Agreement proposed by Parent in writing prior to the time of such determination, (B) the availability of financing (to the extent applicable), likelihood of consummation in accordance with the terms of such acquisition proposal and regulatory considerations, and (C) those factors and matters deemed relevant by the Streamline Board, including the identity of the third party making the proposal and legal, financial (including financing terms and the form, amount and timing of payment of consideration), regulatory, certainty of closing, timing and other aspects of such acquisition proposal.

The Company, directly or indirectly through one or more of its representatives, may, subject to certain notice requirements described below, prior to the approval of the Merger Proposal by the Streamline stockholders, seek clarification from (but not engage in negotiations with or provide non-public information to) any third party that has made an acquisition proposal that did not result from a breach of the terms of the Merger Agreement described in this section or in the section titled “—Change of Recommendation; Match Rights”, solely to clarify and understand any ambiguous terms and conditions of such proposal that are necessary to provide adequate information for the Streamline Board to make an informed determination.

During the period running from May 29, 2025 until the earlier of the Effective Time or the termination of the Merger Agreement, the Company is required to promptly (but, in any event, within 48 hours) give written notice to Parent of (i) any acquisition proposal received by the Company, its affiliates or subsidiaries or any of their respective representatives, (ii) any request for non-public information relating to the Company or its subsidiaries, other than requests for information not reasonably expected to be related to an acquisition proposal, and (iii) any inquiry or request for discussion or negotiation regarding an acquisition proposal, including in each case, a summary of the material terms and conditions of any such acquisition proposal and the identity of the third party making any such acquisition proposal, and thereafter must keep Parent informed, on a reasonably current basis, of the status and terms and conditions of any such acquisition proposals (including any amendments or supplements or proposed amendments or supplements thereto) and the status of any such discussions or negotiations. In addition, during such period, the Company must promptly (but, in any event within 48 hours) after the receipt thereof, provide to Parent copies of any acquisition proposal and any written documentation or correspondence setting forth or reflecting the terms (or revised terms) of such acquisition proposal (including any financing thereof) which is sent or received in respect of such acquisition proposal between the Company and the third party making such acquisition proposal (or by any of their respective representatives on its behalf). During such period, the Company is also not permitted to terminate, amend, or otherwise modify or waive any provision of any confidentiality, “standstill”, or similar agreement to which the Company or any of its subsidiaries is a party and must enforce, to the fullest extent permitted under applicable law, the provisions of any such agreement, except that the Company is permitted to terminate, amend or otherwise modify, waive, or fail to enforce any provision of any such agreement if the Streamline Board determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties to the Streamline stockholders under applicable law, so long as the Company promptly notifies Parent thereof after granting any such waiver and otherwise complies with the provisions above.

Any breach of any of the foregoing provisions by any director, officer or other representative of the Company or any of its subsidiaries will be deemed to be a breach of the foregoing provisions by the Company.

Change of Recommendation; Match Rights

Under the Merger Agreement, subject to certain exceptions discussed below, neither the Streamline Board nor any committee thereof is permitted to take any of the following actions (each of which is referred to in this proxy statement as an “adverse recommendation change”):

For purposes of the foregoing, it is considered an adverse recommendation change if (i) any acquisition proposal structured as a tender or exchange offer is commenced and the Streamline Board fails to publicly recommend against acceptance of such tender or exchange offer by Streamline stockholders within 10 business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act, or (B) any acquisition proposal is publicly announced and the Streamline Board fails to issue a public press release within 10 business days of such public announcement reaffirming the recommendation of the Streamline Board that the Streamline stockholders vote in favor of Merger Proposal or stating that the recommendation of the Streamline Board that the Streamline stockholders vote in favor of Merger Proposal has not been changed, but in any event with two business days prior to the Special Meeting.

Notwithstanding the limitations in the preceding paragraphs, prior to the approval of the Merger Proposal by the Streamline stockholders, the Streamline Board, in response to a bona fide written acquisition proposal that did not arise from a breach of the terms of the Merger Agreement described in this section or the section titled “—No Solicitation of Other Offers by Streamline”, may effect an adverse recommendation change or cause the Company to terminate the Merger Agreement to enter into an alternative acquisition agreement providing for a superior proposal as described in the section titled “—Termination of the Merger Agreement—Termination by Streamline”, if, prior to taking either such action,

In the event of any change to the financial terms of, or any other material amendment or material modification to, any superior proposal, the Company will be required to deliver a new written notice to Parent and comply with the above requirements with respect to such new written notice, except that the advance written notice obligation will be reduced to two business days and the period referenced in the third and fourth bullets above in respect of such new written notice will be two business days.

Notwithstanding the above, prior to the approval of the Merger Proposal by the Streamline stockholders, the Streamline Board may also effect an adverse recommendation change in response to an intervening event (as defined below) if prior to taking such action:

In the event of any material changes regarding any intervening event, the Company will be required to deliver a new written notice to Parent and to comply with the above requirements with respect to such new written notice, except that the above advance written notice obligation will be reduced to two business days.

For purposes of the Merger Agreement and as used in this proxy statement, an “intervening event” means any material change, effect, event, occurrence or development that was not known to the Streamline Board or reasonably foreseeable by the Streamline Board as of May 29, 2025 (or, if known or reasonably foreseeable, only the portion of such change, effect, event, occurrence or development of which the magnitude or material consequences were not known or reasonably foreseeable by the Streamline Board as of May 29, 2025); provided, however, that in no event will any of the following constitute or be deemed to contribute to an intervening event: (i) an acquisition proposal (or any proposal or inquiry that constitutes, or is reasonably expected to lead to, an acquisition proposal), (ii) any change, in and of itself, in the price or trading volume of the shares of Streamline common stock (it being understood that the underlying facts giving rise or contributing to such change may be taken into account in determining whether there has been an intervening event, to the extent otherwise permitted by this definition), or (iii) the fact, in and of itself, that the Company exceeds (or fails to meet) internal or published projections, forecasts, estimates or guidance or any matter relating thereto or of consequence thereof (it being understood that the underlying facts giving rise or contributing to such change may be taken into account in determining whether there has been an intervening event, to the extent otherwise permitted by this definition).

Efforts; Cooperation; Antitrust Matters

Subject to the terms of the Merger Agreement, each of the Company, Parent and Merger Sub has agreed to use reasonable best efforts to:

         Notwithstanding the above requirements, in no event will Parent or any of its affiliates be required to take any action with respect to its or their respective assets, interests or businesses, including (i) selling, divesting, licensing, holding separate or otherwise disposing of any assets, interests or businesses, (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements of Parent or any of its affiliates, or (iii) any other behavioral undertakings or commitments whatsoever, including taking any steps or actions requested or required by any governmental authority, or creating or consenting to create any relationships, ventures, contractual rights, obligations or other arrangements of Parent or any of its affiliates. The Company and its subsidiaries will reasonably cooperate to facilitate the receipt by Parent and its affiliates of any approvals or to take any other reasonable actions required to permit Parent and its affiliates (including the Company and its subsidiaries following the Closing) to operate in compliance with applicable law following the consummation of the Merger.

In addition, each of Parent and Streamline will:

Subject to applicable laws related to the exchange of information, Parent and Streamline will have the right to review in advance, and each party will consult with the other parties on and consider in good faith the views of the other parties in connection with, any filing made with, or substantive written materials submitted or substantive communication made to any governmental authority pursuant to any antitrust laws in connection with the Merger or any other transactions contemplated by the Merger Agreement (including this proxy statement).

Subject to applicable laws and as required by any governmental authority, Streamline and Parent will each keep the other party apprised of the status of matters relating to completion of the Merger and the other transactions contemplated by the Merger Agreement, including promptly furnishing the other with copies of any notice or other communication received by such party or its affiliates from any person alleging that the consent of such person is or may be required in connection with the Merger or the other transactions contemplated by the Merger Agreement or upon receiving any material notice or other material communication from any person whose consent or approval is required for consummation of the Merger or the other transactions contemplated by the Merger Agreement or any governmental authority, in each case in connection with such consents or the transactions contemplated by the Merger Agreement. Parent further agrees not to take any action or fail to take any action that could reasonably be expected to hinder, delay or prevent the obtaining of clearance or any consent or the expiration of the required waiting periods under any antitrust law or other applicable law or otherwise hinder, delay or prevent the consummation of any of the transactions contemplated by the Merger Agreement.

Employee Benefits

Parent has agreed to provide each employee of the Company or any of its subsidiaries employed as of immediately prior to the Closing who continues to be employed with any of Parent, the Company, the surviving corporation, or any of their affiliates immediately following the Closing (each such employee, a “continuing employee”), during the period commencing on the Closing Date and ending on the first anniversary thereof (or the date of termination of employment of the relevant continuing employee, if sooner), with (i) a base salary or base wage no less than the base salary or base wage provided to such continuing employee immediately prior to the Effective Time, and (ii) employee benefits (excluding any equity or equity-based incentives, defined benefit pension benefits, defined contribution pension benefits, cash perquisites, post-employment or retiree health and welfare benefits other than as required by applicable laws and severance) that are substantially comparable in the aggregate to the employee benefits (other than such excluded benefits) provided to such continuing employee immediately prior to the Effective Time.

Parent has also agreed to use commercially reasonable efforts to cause (i) any pre-existing conditions or limitations, evidence of insurability requirements, and eligibility waiting periods under any group health plans of Parent or its affiliates in which continuing employees participate after the Closing Date to be waived with respect to the continuing employees and their eligible dependents to the extent such conditions or limitations were waived or satisfied under the corresponding benefit plan of the Company, (ii) the amount of eligible expenses paid by each continuing employee and his or her eligible dependents during the portion of the plan year ending prior to participation in any plans of Parent or its affiliates after the Closing Date that were credited to deductible and maximum out-of-pocket co-insurance requirements under the benefit plans of the Company to be credited for purposes of satisfying the corresponding deductible and maximum out-of-pocket co-insurance requirements under the corresponding benefit plans of Parent and its affiliates for the applicable plan year, and (iii) any of Parent’s (or its affiliates’) employee benefit plans (including disability pay continuation plans) in which the continuing employees are entitled to participate after the Closing Date to take into account for purposes of eligibility, vesting (other than with respect to future equity awards) and future severance and vacation benefit accrual thereunder, service by such continuing employees to the Company and its subsidiaries as if such service were with Parent and its affiliates, to the same extent and for the same purpose as such service was credited under a comparable benefit plan of the Company, in each case, except to the extent it would result in a duplication of compensation or benefits.

In addition, Parent will cause the surviving corporation and its subsidiaries to honor (i) all existing employment agreements by and among the Company or any of its subsidiaries and any continuing employee, (ii) all benefit plans of the Company, subject to any subsequent amendments in accordance with the terms of such benefit plans and applicable laws and (iii) the Company’s commission arrangements with employees in respect any fiscal year ending prior to the Closing Date and the fiscal year which includes the Closing Date, in each case, as in effect on May 29, 2025 or entered into or amended after such date in accordance with the Merger Agreement and the terms of the applicable employment agreement, benefit plan or commission arrangement.

Unless Parent requests otherwise in writing at least 10 days prior to the Closing Date, the Streamline Board will cause Streamline’s 401(k) plan to be terminated effective at least one day prior to the Closing Date, contingent on the Closing, and, after the Closing Date, no further contributions will be permitted to be made to Streamline’s 401(k) plan other than deferrals of compensation earned prior to the Closing Date (and any related matching contributions) or payments on plan loans. Streamline will remain solely responsible for any obligations with respect to Streamline’s 401(k) plan through the Closing Date, including the filing of all required forms and notices, and the performance of any required compliance testing or audit response obligations.

If the Streamline 401(k) plan is terminated, Parent will use commercially reasonable efforts to cause the continuing employees to be immediately eligible to participate, effective as of the Effective Time (or as soon as administratively practicable thereafter), in a 401(k) plan sponsored or maintained by Parent or one of its affiliates, and Parent will use commercially reasonable efforts to permit the continuing employees who are then actively employed to make rollover contributions to the Parent 401(k) Plan of “eligible rollover distributions” in the form of cash, notes (in the case of plan loans) or a combination thereof in an amount equal to the full account balance distributable to such continuing employee from the Streamline 401(k) Plan.

For purposes of clarity, and notwithstanding the above, nothing contained in the Merger Agreement will (i) be treated as an establishment or amendment of any particular benefit plan of the Company or any other benefit or compensation plan, program, policy, agreement or arrangement, (ii) prevent Parent, the surviving corporation or any of their affiliates from amending or terminating any of their benefit or compensation plans, programs, policies, agreements or arrangements or, after the Effective Time, any benefit plan of the Company, in each case, in accordance with their terms and applicable laws, (iii) obligate Parent, the surviving corporation or any of their affiliates to retain the employment of any particular employee, or (iv) create any third-party beneficiary rights, including for the benefit of any employee or other service provider of the Company, any beneficiary or dependent thereof, or any collective bargaining representative thereof, with respect to the covenants of the parties described above or any compensation, terms, and conditions of employment or benefits that may be provided to any continuing employee by Parent, the surviving corporation, or any of their affiliates or under any benefit plan that Parent, the surviving corporation, or any of their affiliates may maintain.

Directors’ and Officers’ Indemnification and Insurance

Under the Merger Agreement, Parent must, and must require the surviving corporation to, indemnify and hold harmless, to the fullest extent permitted under applicable law and required by the organizational documents of Streamline and its subsidiaries as in effect as of May 29, 2025, each present and former director and officer of Streamline and its subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to (i) their service as such or their service at the request of Streamline or its subsidiaries as a director, officer, employee, member, trustee or fiduciary of any other corporation, partnership or joint venture, trust, employee benefit plan or other enterprise, or (ii) services performed by such director or officer at the request of Streamline or its subsidiaries, in each case, at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time. The surviving corporation must also advance expenses to such indemnified persons as incurred to the fullest extent permitted under applicable law and required by organizational documents of Streamline and its subsidiaries as in effect as of May 29, 2025, provided that the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

Parent and Merger Sub have also agreed that all rights to exculpation or indemnification for acts or omissions occurring at or prior to the Effective Time existing as of May 29, 2025 in favor of the present and former directors and officers of Streamline and its subsidiaries, as provided in the Company’s or its subsidiaries’ respective organizational documents or in any contract, in each case, as in effect as of May 29, 2025 and provided to Parent, will survive the Merger and continue in full force and effect in accordance with their terms. After the Effective Time, the surviving corporation will fulfill and honor such obligations to the maximum extent that the Company or applicable subsidiary would have been permitted to fulfill and honor them by applicable law.

In addition, for six years following the Effective Time, Parent is required to, and must require the surviving corporation to, cause the organizational documents of the surviving corporation to contain provisions with respect to indemnification and exculpation in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time that are at least as favorable as the indemnification and exculpation provisions contained in the organizational documents of Streamline and its subsidiaries as of May 29, 2025, except as required by applicable law.

As of the Effective Time, Parent is required to cause the surviving corporation to obtain and fully pay the premium for “tail” insurance policies for the extension of (i) the directors’ and officers’ liability coverage of Streamline’s and its subsidiaries’ existing directors’ and officers’ insurance policies, (ii) Streamline’s and its subsidiaries’ existing fiduciary liability insurance policies and (iii) Streamline’s and its subsidiaries’ existing employment practices liability insurance policies, in each case, for a claims reporting or discovery period of at least six years from and after the Effective Time (the “tail period”) from one or more insurance carriers with the same or better credit rating as Streamline’s and its subsidiaries’ insurance carrier as of May 29, 2025 (or, if no such policies are available from insurance carriers with such credit rating, from insurance carriers with the next-highest credit rating then capable of providing such policies) with respect to directors’ and officers’ liability insurance, fiduciary liability insurance and employment practices liability insurance (collectively, the “D&O insurance”) with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as Streamline’s and its subsidiaries’ existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director, officer or principal of Streamline or any of its subsidiaries by reason of his or her serving in such capacity that existed or occurred at or prior to the Effective Time (including in connection with the Merger Agreement or the transactions or actions contemplated by the Merger Agreement); provided that (i) in no event will Parent or the surviving corporation be required to expend for such “tail” insurance policies an aggregate amount in excess of 300% of the annual premium paid by Streamline for the 2024 calendar year and (ii) if the aggregate amount of such “tail” insurance policies exceeds such maximum premium, the surviving corporation will obtain policies with the greatest coverage available for a cost not exceeding such maximum premium.

If the surviving corporation for any reason does not obtain such “tail” insurance policies, the surviving corporation is required to, and Parent will cause the surviving corporation to, continue to maintain in effect for the tail period the D&O insurance in place as of May 29, 2025, with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as provided in Streamline’s and its subsidiaries’ existing policies as of May 29, 2025, or the surviving corporation will, and Parent will cause the surviving corporation to, purchase comparable D&O insurance for the tail period with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as provided in Streamline’s and its subsidiaries’ existing policies as of May 29, 2025; provided that (i) in no event shall Parent or the surviving corporation be required to expend for all such comparable D&O insurance an annual premium amount in excess of 150% of the annual premium paid by Streamline for the 2024 calendar year and (ii) if the annual premiums of such comparable D&O insurance for any given year exceeds such applicable amount, the surviving corporation will obtain policies with the greatest coverage available for a cost not exceeding such applicable amount.

Prior to the Closing, the Company has agreed to (i) cooperate with Parent in good faith in connection with the renewal or extension of any of the insurance policies maintained by the Company or any of its subsidiaries, (ii) use commercially reasonable efforts to consult with Parent regarding the renewal or extension of any of the insurance policies maintained by the Company or any of its subsidiaries, and (iii) keep Parent informed, on a reasonably current basis, of the status and terms of any renewal or extension of any of the insurance policies maintained by the Company or any of its subsidiaries.

Financing Cooperation

Before the Closing Date, and subject to certain qualifications set forth in the Merger Agreement, the Company is required to use its commercially reasonable efforts to provide, and to cause its subsidiaries to use their commercially reasonable efforts to provide, to Parent and Merger Sub, cooperation as is customary for a senior secured credit agreement (the “Financing”), and as reasonably requested by Parent in connection with assisting them in their arrangement of the Financing, including to, upon Parent’s written request:

If the Closing does not occur, Parent will: (i) promptly, upon written request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees and out-of-pocket fees and expenses of the Company’s accounting firms engaged to assist in connection with the Financing) incurred by the Company or any of its subsidiaries or their respective representatives in connection with the cooperation of the Company and its subsidiaries and representatives contemplated above (it being understood that such reimbursement will not apply to any fees, costs and expenses incurred by, or on behalf of, the Company in connection with its ordinary course financial reporting requirements); and (ii) indemnify and hold harmless the Company, its subsidiaries and their respective representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Financing (including the performance of their respective obligations set forth above) and any information used in connection therewith, in each case, other than to the extent any of the foregoing was suffered or incurred as a result of the bad faith, gross negligence or willful misconduct of the Company or any of its subsidiaries.

Parent and Merger Sub have acknowledged and agreed that the obtaining of the Financing is not a condition to Closing under the Merger Agreement. The parties have also acknowledged and agreed that a breach of the Financing cooperation covenants by the Company or any of its subsidiaries may not constitute a basis for termination of the Merger Agreement and the Company’s obligations under such covenants will be deemed satisfied unless the Company or any of its subsidiaries knowingly and intentionally breach such obligations.

Other Covenants

The Merger Agreement contains additional agreements of Streamline, Parent, and Merger Sub relating to, among other things:

Conditions to the Merger

Each party’s obligations to effect the Merger are subject to the satisfaction or waiver of the following conditions (except that the condition in the first bullet below is not waivable):

The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent of the following additional conditions:

The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company of the following additional conditions:

The above conditions to the respective parties’ obligation to effect the Merger are collectively referred to in this proxy statement as the “conditions to Closing”.

Termination of the Merger Agreement

Termination by Mutual Written Consent

The Merger Agreement may be terminated any time prior to the Effective Time by mutual written consent of the Company and Parent.

Termination by either Streamline or Parent

The Merger Agreement may be terminated at any time prior to the Effective Time by either the Company or Parent if:

Termination by Parent

The Merger Agreement may be terminated at any time prior to the Effective Time by Parent:

Termination by Streamline

The Merger Agreement may be terminated at any time prior to the Effective Time by the Company:

Termination Fee and Expenses

Streamline Termination Fee

Streamline will be required to pay the Termination Fee to Parent equal to $950,000 in the event the Merger Agreement is terminated:

In no event will the Company be required to pay the Termination Fee on more than one occasion.

If Streamline fails to timely pay Parent the Termination Fee, and, to obtain such payment, Parent commences a suit that results in a judgment against Streamline, Streamline must pay to Parent its reasonable, documented and out-of-pocket costs and expenses (including the reasonable, documented and out-of-pocket attorneys’ fees of outside counsel) in connection with such suit, together with interest on the amount payable compounded annually at the prime rate as published in The Wall Street Journal (or if not reported therein, as reported in another authoritative source reasonably selected by Parent) in effect on the date such amount was required to be paid from such date through the date of full payment thereof. In no event will attorneys’ fees that are based on a contingency fee, “success” fee or any other type of fee arrangement that is dependent on the outcome of the proceedings be deemed to constitute reasonable, documented and out-of-pocket attorneys’ fees for purposes of the foregoing.

Effect of Termination

In the event of termination of the Merger Agreement in accordance with the terms of the Merger Agreement, the Merger Agreement will become void (except that provisions relating to the effect of termination, payment of the Termination Fee, payment of expenses, and certain other provisions will survive any such termination), and there will be no liability on the part of any of the parties (or any of their respective representatives or affiliates), except that the parties will remain liable for any fraud or any willful breach of the Merger Agreement prior to the termination of the Merger Agreement. For purposes of the foregoing, a “willful breach” means a material breach of the Merger Agreement that is a consequence of a willful or deliberate act or failure to act by a party that knows or would reasonably be expected to have known that the taking of such act or failure to act would, or would reasonably be expected to, cause a breach of the Merger Agreement.

No termination of the Merger Agreement will affect the rights or obligations of any party pursuant to the confidentiality agreement between the Company and a subsidiary of Parent, which will survive the termination of the Merger Agreement in accordance with its terms.

Specific Performance

The Merger Agreement provides that the parties will be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches or threatened breaches of the Merger Agreement and to enforce specifically the performance of terms and provisions of the Merger Agreement, including the right of a party to cause each other party to consummate the Merger and the other transactions contemplated by the Merger Agreement. Under no circumstances will Parent or the Company be permitted or entitled to receive both specific performance that results in the occurrence of the Closing and any monetary damages.

Fees and Expenses

Except as otherwise described in the Merger Agreement, all costs and expenses incurred in connection with the Merger Agreement and the Merger and any other transactions contemplated by the Merger Agreement, will be paid by the party incurring such expense whether or not the Merger is consummated.

Amendments and Waivers

At any time prior to the Effective Time, the parties may amend, modify or waive any provision of the Merger Agreement if, and only if, such amendment, modification or waiver is in writing and signed, in the case of an amendment or modification by Parent and the Company, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that, following approval of the Merger Proposal by Streamline stockholders, no amendment will be made that by applicable law requires further approval by Streamline stockholders without obtaining such further approval.

Governing Law and Venue; Waiver of Jury Trial

The Merger Agreement is governed by Delaware law, other than in respect of certain actions against the parties providing financing to Parent or its subsidiaries in connection with the transactions contemplated by the Merger Agreement (which actions will be governed by the laws of the State of New York).

Each party to the Merger Agreement has (i) irrevocably and unconditionally submitted to the personal jurisdiction and venue of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware, then any Delaware state court), in the event of any claim, action or proceeding between the parties to the Merger Agreement (whether in contract, tort or otherwise) arising out of or relating to the Merger Agreement or the transactions contemplated by the Merger Agreement, (ii) expressly waived any claim of lack of personal jurisdiction or improper venue and any claims that such courts are an inconvenient forum with respect to such a claim, (iii) agreed not to bring any claim, action or proceeding against any other parties arising out of or relating to the Merger Agreement or the transactions contemplated by the Merger Agreement in any court other than such courts and that a final judgment in any legal proceeding in such courts will be conclusive, and (iv) agreed that such party will not attempt to deny or defeat personal jurisdiction in such courts.

THE VOTING AGREEMENTS

The following describes the material provisions of the voting agreements, a form of which is attached as Annex B to this proxy statement and is incorporated by reference herein (the “Voting Agreement”). This summary does not purport to be complete and may not contain all of the information about the Voting Agreements that is important to you. Streamline encourages you to read carefully the Voting Agreement in its entirety.

Concurrently with the execution of the Merger Agreement, certain supporting stockholders, entered into Voting Agreements with Parent. The supporting stockholders include certain officers and directors of Streamline and their respective affiliates.

Pursuant to the terms of the Voting Agreements, each supporting stockholder agreed to, among other things, vote all of the shares of Streamline common stock owned by such supporting stockholder (i) in favor of the Merger Proposal, the Adjournment Proposal and any other matters necessary for the consummation of the Merger and (ii) against any alternative acquisition proposal from a third party, any action or proposal in furtherance of such an acquisition proposal, and any other actions that are intended to, or would reasonably be expected to, result in the conditions to Closing not being satisfied or a breach by Streamline of the Merger Agreement, change the capitalization of Streamline or the voting rights of Streamline’s securities, or otherwise impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger. Nothing in the Voting Agreements will affect any actions taken by a supporting stockholder or any of such stockholder’s affiliates (or any officer, director or employee thereof) solely in his or her capacity as a director or officer of Streamline or from complying with his or her fiduciary obligations solely to the extent acting in such Person’s capacity as a director or officer of Streamline.

The Voting Agreements terminate upon the earliest of (i) the Effective Time, (ii) the valid termination of the Merger Agreement in accordance with its terms, (iii) the mutual written agreement of Parent and the applicable stockholder to terminate the Voting Agreement, and (iv) the date on which, subject to the terms of the Voting Agreements, the applicable stockholder delivers written notice to Parent of such stockholder’s election, in its sole discretion, to terminate the Voting Agreement following any amendment or modification to the Merger Agreement that reduces the amount of the Merger Consideration, changes the form of any of the Merger Consideration or otherwise modifies the terms of the Merger Agreement in a manner that is materially adverse to Streamline’s stockholders as a whole.

As of the date of the Merger Agreement, shares of Streamline common stock beneficially owned and subject to the Voting Agreements represented, in the aggregate, approximately 22% of the outstanding shares of Streamline common stock.

APPRAISAL RIGHTS OF STREAMLINE STOCKHOLDERS

General

Holders of Streamline common stock will become entitled to receive the Merger Consideration as a result of the Merger. The holders and “beneficial owners” (as defined for this purpose in Section 262(a) of the DGCL) of Streamline common stock will be entitled to appraisal rights under Section 262 of the DGCL in connection with the Merger.

If you hold or “beneficially own” one or more shares of Streamline common stock and comply with all requirements set forth in Section 262 of the DGCL in connection with the Merger, you are entitled to appraisal rights under Delaware law and have the right to have your shares appraised by the Delaware Court of Chancery and receive the “fair value” of such shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) as of completion of the Merger in place of the Merger Consideration, as determined by the court, if you strictly comply with the procedures specified in Section 262 of the DGCL. Any such Streamline stockholder or beneficial owner awarded “fair value” for its, his or her shares by the court would receive payment of that fair value in cash, together with interest, if any, in lieu of the right to receive the Merger Consideration. Any Streamline stockholder or beneficial owner wishing to preserve their rights to appraisal must make a demand for appraisal as described below in accordance with Section 262 of the DGCL. Failure to strictly comply with these provisions will result in a loss of your appraisal rights under the DGCL. 

The following discussion is not a full summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL that is attached as Annex D to this proxy statement. All references in Section 262 of the DGCL and in this summary to a “stockholder” are to the record holder of the shares of Streamline common stock and references to a “beneficial owner” are to a person who is the beneficial owner of shares of stock held either in voting trust or by a nominee on behalf of such person. The following discussion does not constitute any legal or other advice, nor does it constitute a recommendation that you exercise your rights to seek appraisal under Section 262 of the DGCL.

Under Section 262 of the DGCL, when a Merger is submitted for approval at a meeting of stockholders as in the case of approval of the Merger Proposal, Streamline, not less than 20 days prior to the meeting, must notify each stockholder who was a Streamline stockholder on the record date for notice of such meeting with respect to shares for which appraisal rights are available, that appraisal rights are available and include in the notice either a copy of Section 262 of the DGCL or information directing the stockholders to a publicly available electronic resource at which Section 262 of the DGCL may be accessed without subscription or cost. This proxy statement constitutes the required notice, and the copy of Section 262 of the DGCL is attached as Annex D to this proxy statement. A person who wishes to exercise appraisal rights or who wishes to preserve the right to do so should review the following discussion and Annex D carefully and consult with legal advisors. Failure to strictly comply with the procedures of Section 262 of the DGCL in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A person who loses his, her or its appraisal rights will be entitled to receive the Merger Consideration.

How to Exercise and Perfect Your Appraisal Rights

Persons wishing to exercise the right to seek an appraisal of their shares must do ALL of the following:

Voting at the Special Meeting or by proxy, against, abstaining from voting on or failing to vote on the approval of the Merger Proposal will not constitute a written demand for appraisal as required by Section 262 of the DGCL. The written demand for appraisal must be in addition to and separate from any proxy or vote.

Who May Exercise Appraisal Rights

A Streamline stockholder or beneficial owner wishing to exercise appraisal rights must deliver to Streamline, before the vote on the Merger Proposal at the Special Meeting, a written demand for the appraisal of such Streamline stockholder’s or beneficial owner’s shares of Streamline common stock. In addition, that Streamline stockholder or beneficial owner must not vote or submit a proxy in favor of the Merger Proposal. A vote in favor of the Merger Proposal at the Special Meeting or by proxy (whether by mail or via the internet or telephone), will nullify any previously filed written demands for appraisal with respect to such Streamline stockholder’s shares of Streamline common stock. A Streamline stockholder exercising appraisal rights must hold of record the shares of Streamline common stock on the date the written demand for appraisal is made and must continue to hold the shares of record through the effective date of the Merger. A beneficial owner exercising appraisal rights must own the shares of Streamline common stock on the date the written demand for appraisal is made and must continue to own such shares through the effective date of the Merger. For a Streamline stockholder, a proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the Merger Proposal, and it will nullify any previously delivered written demand for appraisal. A Streamline stockholder or beneficial owner who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the Merger Proposal or abstain from voting on the Merger Proposal. Neither voting against the Merger Proposal nor abstaining from voting or failing to vote on the Merger Proposal will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262 of the DGCL. The written demand for appraisal must be in addition to and separate from any proxy or vote on the Merger Proposal. A Streamline stockholder’s or beneficial owner’s failure to make the written demand prior to the taking of the vote on the Merger Proposal at the Special Meeting will constitute a waiver of appraisal rights.

Written Demand and Notice

If the shares of Streamline common stock with respect to which a demand is made are owned of record or beneficially owned in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand should be executed by or on behalf of the record owner or beneficial owner in such capacity, and if the shares of Streamline common stock are owned of record or beneficially owned by more than one person, as in a joint tenancy and tenancy in common, the demand should be executed by or on behalf of all joint holders of record or beneficial owners. An authorized agent, including an authorized agent for two or more joint stockholders or beneficial owners, as applicable, may execute a demand for appraisal on behalf of a Streamline stockholder or beneficial owner, as applicable; however, the agent must identify the Streamline stockholder or Streamline stockholders or beneficial owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the Streamline stockholder or Streamline stockholders or beneficial owner or owners, as applicable. If a demand for appraisal is made by a beneficial owner, it must reasonably identify the holder of record of the shares of Streamline common stock for which the demand is made, be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of Streamline common stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which such beneficial owner consents to receive notices given by the surviving corporation and to be set forth on the verified list described below.

A person who elects to exercise appraisal rights under Section 262 of the DGCL must mail his, her or its written demand for appraisal to the following address:

STREAMLINE HEALTH SOLUTIONS, INC.

2400 Old Milton Pkwy, P.O. Box 1353

Alpharetta, GA 30009

Attention: Corporate Secretary

If the Merger is consummated, the surviving corporation will give written notice that the Merger has become effective within 10 days after the closing date of the Merger to each stockholder and beneficial owner that did not vote in favor of the Merger Proposal and delivered a written demand for appraisal in accordance with Section 262 of the DGCL. At any time within 60 days after the closing date of the Merger, any stockholder and beneficial owner that did not commence an appraisal proceeding or join in such a proceeding as a named party will have the right to withdraw such demand and to accept the Merger Consideration in accordance with the Merger Agreement for his, her or its shares of common stock.

Judicial Appraisal

Within 120 days after the closing date of the Merger, but not later, any person that has complied with the requirements of Section 262 of the DGCL, or the surviving corporation may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the surviving corporation in the Merger in the case of a petition filed by a stockholder or beneficial owner, demanding a determination of the value of the shares of Streamline common stock held by all such stockholders. The surviving corporation is under no obligation to file an appraisal petition and has no intention of doing so. If you desire to have your shares of Streamline common stock appraised and have otherwise complied with the requirements of Section 262 of the DGCL, you should initiate any petitions necessary for the perfection of your appraisal rights within the time periods and in the manner prescribed in Section 262 of the DGCL.

Within 120 days after the effective date of the Merger, any person that has complied with the provisions of Section 262 of the DGCL will be entitled to receive from the surviving corporation, upon written request, a statement setting forth the aggregate number of shares of Streamline common stock not voted in favor of the approval of the Merger Proposal and with respect to which Streamline has received demands for appraisal, and the aggregate number of holders and beneficial owners holding or owning those shares of Streamline common stock (for which purpose the record holder of shares of Streamline common stock for which appraisal is demanded by the beneficial owner thereof shall not be considered a separate Streamline stockholder holding such shares of Streamline common stock for purposes of such aggregate number). The surviving corporation must mail this statement within the later of 10 days of receipt by the surviving corporation of the request therefor or 10 days after expiration of the period for delivery of demands for appraisal.

If a petition for appraisal is duly filed, and a copy of the petition is delivered to the surviving corporation, the surviving corporation will then be obligated, within 20 days after receiving service of a copy of the petition, to provide the Delaware Register in Chancery with a duly verified list containing the names and addresses of all persons who have demanded an appraisal of their shares of Streamline common stock. The Delaware Court of Chancery will then determine which persons are entitled to appraisal rights and may require the persons demanding appraisal who hold certificated shares to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings and the Delaware Court of Chancery may dismiss the proceedings as to any person who fails to comply with this direction.

Because the shares of Streamline common stock will be listed on a national securities exchange immediately prior to the consummation of the Merger, the Delaware Court of Chancery will dismiss the appraisal proceedings as to all persons who are otherwise entitled to appraisal rights unless (i) the total number of shares of Streamline common stock entitled to appraisal exceeds 1% of the outstanding shares of Streamline common stock eligible for appraisal or (ii) the value of the consideration provided in the Merger for such total number of shares of Streamline common stock exceeds $1 million. Accordingly, you will not be entitled to an appraisal of your shares of Streamline common stock in connection with the Merger if neither of these thresholds are satisfied.

Where proceedings are not dismissed or the demand for appraisal is not successfully withdrawn, the appraisal proceeding will be conducted as to the shares of Streamline common stock owned by such persons in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. The Delaware Court of Chancery will thereafter determine the fair value of the shares of Streamline common stock at the Effective Time held by all persons who have properly perfected appraisal rights, exclusive of any element of value arising from the accomplishment or expectation of the Merger. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the closing date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the closing date of the Merger and the date of payment of the judgment. However, Streamline has the right, at any time before the Delaware Court of Chancery’s entry of judgment in the proceedings, to make a voluntary cash payment to each person seeking appraisal. If Streamline makes a voluntary cash payment pursuant to subsection (h) of Section 262 of the DGCL, interest will accrue thereafter only on the sum of (i) the difference, if any, between the amount paid by Streamline in such voluntary cash payment and the fair value of the shares of Streamline common stock as determined by the Delaware Court of Chancery, and (ii) interest accrued before such voluntary cash payment, unless paid at that time. When the value is determined, the Delaware Court of Chancery will direct the payment of such value, with interest thereon, if any, to the persons entitled to receive the same, upon surrender by such persons of their stock certificates or, in the case of book-entry shares, forthwith.

In determining the fair value, the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other factors which could be ascertained as of the date of the Merger which throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the Merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 of the DGCL to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.” An opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a Merger is not an opinion as to fair value under Section 262 of the DGCL. Although Streamline believes that the Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders and beneficial owners should recognize that, the fair value of your shares as determined by the Delaware Court of Chancery under Section 262 of the DGCL could be greater than, the same as, or less than the value of the Merger Consideration. Parent and the surviving corporation do not anticipate offering more than the $5.34 per share Merger Consideration to any person exercising appraisal rights and reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of a share of Streamline common stock is less than the Merger Consideration.

If no party files a petition for appraisal within 120 days after the effective time, then all persons will lose the right to an appraisal and will instead receive the Merger Consideration described in the Merger Agreement, without interest thereon.

The Delaware Court of Chancery may determine the costs of the appraisal proceeding and may tax those costs against the parties as the Delaware Court of Chancery deems to be equitable under the circumstances. However, costs do not include attorneys and expert witness fees. Each stockholder and beneficial owner is responsible for its own attorneys and expert witnesses expenses, although, upon application of a person whose name appears on the verified list filed by the surviving corporation in the Merger who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder or beneficial owner in connection with the appraisal proceeding, including reasonable attorneys’ fees and the fees and expenses of experts, to be charged pro rata against the value of all shares entitled to appraisal not dismissed or subject to such an award pursuant to a reservation of jurisdiction.

Any person that has duly demanded an appraisal in compliance with Section 262 of the DGCL will not, after the Effective Time, be entitled to vote the shares of Streamline common stock subject to that demand for any purpose or receive any dividends or other distributions on those shares, except dividends or other distributions payable to holders of record of shares of Streamline common stock as of a record date prior to the Effective Time.

Withdrawal

Any stockholder or beneficial owner that has not commenced an appraisal proceeding or joined such a proceeding as a named party may withdraw a demand for appraisal and accept the Merger Consideration by delivering a written withdrawal of the demand for appraisal to the surviving corporation, except that any attempt to withdraw made more than 60 days after the closing date of the Merger will require written approval of the surviving corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Delaware Court of Chancery and such approval may be conditioned on the terms the Delaware Court of Chancery deems just, including without limitation, a reservation of jurisdiction; provided, however, that this provision will not affect the right of any person who has not commenced an appraisal proceeding or joined such proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms offered in the Merger within 60 days after the effective date of the Merger. If you fail to perfect, successfully withdraw or lose the appraisal right, your shares will be converted into the right to receive the Merger Consideration, without interest thereon.

Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of appraisal rights. In that event, you will be entitled to receive the Merger Consideration for your shares in accordance with the Merger Agreement. In view of the complexity of the provisions of Section 262 of the DGCL, if you are a Streamline stockholder or beneficial owner and are considering exercising your appraisal rights under the DGCL, you should consult your own legal advisor.

THE PROCESS OF DEMANDING AND EXERCISING APPRAISAL RIGHTS REQUIRES STRICT COMPLIANCE WITH TECHNICAL PREREQUISITES. IF YOU WISH TO EXERCISE YOUR APPRAISAL RIGHTS, YOU SHOULD CONSULT WITH YOUR OWN LEGAL COUNSEL IN CONNECTION WITH COMPLIANCE UNDER SECTION 262 OF THE DGCL. TO THE EXTENT THERE ARE ANY INCONSISTENCIES BETWEEN THE FOREGOING SUMMARY AND SECTION 262 OF THE DGCL, THE DGCL WILL GOVERN.

PROPOSAL 1—APPROVAL OF THE MERGER PROPOSAL

The Merger Proposal

We are asking Streamline stockholders to adopt the Merger Agreement. A copy of the Merger Agreement is attached to this proxy statement as Annex A and is incorporated by reference in this proxy statement in its entirety. You are urged to read the Merger Agreement carefully and in its entirety.

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into Streamline, with Streamline surviving as a wholly owned subsidiary of Parent. If the Merger is completed, at the Effective Time, each share of Streamline common stock issued and outstanding as of immediately prior to the Effective Time (other than any dissenting shares or other excluded shares) will automatically be cancelled and converted into the right to receive $5.34 per share in cash, without interest. For a detailed discussion of the Merger and the terms and conditions of the Merger Agreement, see the section titled “The Merger” beginning on page 25 of this proxy statement and the section titled “The Merger Agreement” beginning on page 55 of this proxy statement.

As described under “The Merger—Recommendation of the Streamline Board and Reasons for the Merger” beginning on page 34 of this proxy statement, after considering various factors described in such section, the Streamline Board (i) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger; (ii) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, the Company and the holders of the shares of Streamline common stock; (iii) recommended that the holders of shares of Streamline common stock adopt the Merger Agreement at the Special Meeting; and (iv) directed that the Merger Agreement be submitted to the holders of shares of Streamline common stock for their adoption at the Special Meeting.

Vote Required for Approval

The approval of the Merger Proposal by holders of Streamline common stock is a condition to the completion of the Merger. Under Streamline’s Certificate of Incorporation, as amended, approval of the Merger Proposal requires the affirmative vote of at least two-thirds (66 2/3%) of the issued and outstanding shares of Streamline common stock entitled to vote on the Merger Proposal.

Failures to vote, abstentions and broker non-votes, if any, will have the same effect as a vote “AGAINST” the Merger Proposal.

Recommendation of the Streamline Board

THE STREAMLINE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE MERGER PROPOSAL.

PROPOSAL 2—APPROVAL OF THE COMPENSATION PROPOSAL

The Compensation Proposal

As required by Section 14A of the Exchange Act and the rules promulgated thereunder, we are providing Streamline stockholders with the opportunity to cast a vote, on a non-binding, advisory basis, to approve the compensation payments that may be paid or become payable by Streamline to its named executive officers in connection with the Merger, as disclosed pursuant to Item 402(t) of Regulation S-K in the section of this proxy statement titled “The Merger—Interests of Streamline’s Directors and Executive Officers in the Merger—Quantification of Potential Payments and Benefits to Streamline’s Named Executive Officers in Connection with the Merger,” including the table titled “Golden Parachute Compensation” and the accompanying footnotes and related narrative disclosure (referred to as the “golden parachute” compensation).

Through this proposal, Streamline is asking its stockholders to indicate their approval, on a non-binding, advisory basis, of such compensation by adoption of the following resolution:

“RESOLVED, that the stockholders of Streamline approve, solely on an non-binding, advisory basis, the golden parachute compensation that may be paid or become payable to Streamline’s named executive officers in connection with the Merger, as disclosed pursuant to Item 402(t) of Regulation S-K in the section titled “The Merger—Interests of Streamline’s Directors and Executive Officers in the Merger—Quantification of Potential Payments and Benefits to Streamline’s Named Executive Officers in Connection with the Merger,” including the table titled “Golden Parachute Compensation” and the accompanying footnotes and related narrative disclosure.”

You should carefully review the golden parachute compensation information disclosed in the sections of this proxy statement referred to above.

Vote Required for Approval

The vote on the Compensation Proposal is a vote separate and apart from the vote on the Merger Proposal and the Adjournment Proposal. Accordingly, you may vote to approve the Merger Proposal and/or the Adjournment Proposal and vote not to approve the Compensation Proposal and vice versa. The approval of the Compensation Proposal by holders of Streamline common stock is not a condition to the completion of the Merger.

Because the vote on the Compensation Proposal is advisory only, it will not be binding on either Streamline or Parent. Accordingly, if the Merger Proposal is approved and the Merger is completed, the golden parachute compensation disclosed in this proxy statement may be paid to Streamline’s named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if holders of Streamline common stock fail to approve the Compensation Proposal.