As filed with the Securities and Exchange Commission on October 31, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number: 001-35628
Performant Healthcare, Inc.
(Exact name of registrant as specified in its charter)
900 South Pine Island Road, Suite 150
Plantation, FL
(925) 960-4800
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Common Stock, par value $0.0001 per share
(Title of each class of securities covered by this Form)
None
(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
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Rule 12g-4(a)(1)
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☒ |
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Rule 12g-4(a)(2)
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☐ |
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Rule 12h-3(b)(1)(i)
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☒ |
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Rule 12h-3(b)(1)(ii)
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☐ |
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Rule 15d-6
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☐ |
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Rule 15d-22(b)
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☐ |
Approximate number of holders of record as of the certification or notice date: One*
* Explanatory Note: Effective as of October 21, 2025, pursuant to that certain Agreement and Plan of Merger, dated as of July 31, 2025, by and among Performant Healthcare,
Inc., a Delaware corporation (“Performant”), Continental Buyer, Inc., a Delaware corporation (“Parent”), and Prevail Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub
merged with and into Performant, with Performant surviving as a wholly-owned subsidiary of Parent.
Pursuant to the requirements of the Securities Exchange Act of 1934, Performant Healthcare, Inc., has caused this certification/notice to be signed on its behalf by the undersigned duly authorized
person.
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Date: October 31, 2025
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Performant Healthcare, Inc.
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By:
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/s/ Rohit Ramchandani
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Name:
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Rohit Ramchandani
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Title:
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Chief Financial Officer
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