Current Report Filing (8-k)
June 09 2022 - 4:17PM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 7, 2022
CareCloud,
Inc.
(formerly
MTBC, Inc.)
(Exact name of registrant as specified in its charter)
Delaware |
|
001-36529 |
|
22-3832302 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
7
Clyde Road, Somerset,
New Jersey,
08873
(Address
of principal executive offices, zip code)
(732)
873-5133
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
Common
Stock, par value $0.001 per share |
|
MTBC |
|
Nasdaq
Global Market |
11%
Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share |
|
MTBCP |
|
Nasdaq
Global Market |
8.75%
Series B Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share |
|
MTBCO |
|
Nasdaq
Global Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On
June 1, 2022, at the Annual Meeting of Shareholders (the “Annual Meeting”) of CareCloud, Inc., (the “Company”),
the Company’s shareholders approved the Third Amendment to the Company’s Amended and Restated Equity Incentive Plan (the
“Plan Amendment”) to increase the number of shares of the Company’s common stock available for issuance under the plan
by 1,000,000 shares for a total of 5,851,000 shares, and to add 200,000 shares of the Company’s 8.75% Series B Cumulative Redeemable
Perpetual Preferred Stock (“Series B Preferred Stock”) available for issuance under the plan. The Company’s Board of
Directors previously approved the Plan Amendment, subject to shareholder approval.
The
foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the Plan
Amendment, a copy of which was attached as Appendix B to the Company’s Proxy Statement (the “Proxy Statement”) on Schedule
14A filed with the Securities and Exchange Commission on April 8, 2022, and is included as Exhibit 3.1 to this Current Report on Form
8-K and incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Certificate
of Amendment to Amended and Restated Certificate of Incorporation
On
June 1, 2022, at the Annual Meeting of the Company, the Company’s shareholders approved amendments to the Company’s amended
and restated certificate of incorporation (the “Certificate of Incorporation”) to amend Section 4.1 of the Certificate of
Incorporation to increase the number of authorized shares of the Company’s common stock and preferred stock that may be issued
from twenty-nine million shares and seven million shares, respectively, to thirty-five million shares and fifteen million shares, respectively
(the “Charter Amendment”), as described in the Company’s Proxy Statement. The Charter Amendment was filed with the
Secretary of State of the State of Delaware on June 7, 2022 and became effective on such date.
The
foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the Charter
Amendment, a copy of which is included as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference herein.
Eighth
Amendment to Certificate of Designations of Series A Preferred Stock
On
June 7, 2022, the Company filed an Eighth Amendment (the “Series A Amendment”) to Amended and Restated Certificate of Designations,
Preferences and Rights (the “Series A Certificate of Designations”) of 11% Series A Cumulative Redeemable Perpetual Preferred
Stock with the Secretary of State of the State of Delaware which was effective upon filing. The Series A Amendment decreased the number
of authorized shares of Series A Preferred Stock from 5,350,000 shares to 4,526,231 shares. No other changes were made to the Series
A Certificate of Designations.
The
foregoing description of the Series A Amendment does not purport to be complete and is qualified in its entirety by reference to the
Series A Amendment, a copy of which is included as Exhibit 3.3 to this Current Report on Form 8-K and incorporated by reference herein.
First
Amendment to Certificate of Designations of Series B Preferred Stock
On
June 7, 2022, the Company filed a First Amendment (the “Series B Amendment”) to Certificate of Designations, Preferences
and Rights (the “Series B Certificate of Designations”) of 8.75% Series B Cumulative Redeemable Perpetual Preferred Stock
with the Secretary of State of the State of Delaware which was effective upon filing. The Series B Amendment increased the number of
authorized shares of Series B Preferred Stock from 1,640,000 shares to 4,640,000 shares. No other changes were made to the Series B Certificate
of Designations.
The
foregoing description of the Series B Amendment does not purport to be complete and is qualified in its entirety by reference to the
Series B Amendment, a copy of which is included as Exhibit 3.4 to this Current Report on Form 8-K and incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
CareCloud,
Inc. |
|
|
Date:
June 9, 2022 |
By: |
/s/
A. Hadi Chaudhry
|
|
|
A.
Hadi Chaudhry |
|
|
Chief
Executive Officer |
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