Voting on CareCloud’s Series A Proxy Continues with 82% of Early Proxies Favoring the Proposal

Rhea-AI Summary

CareCloud (Nasdaq: CCLD) announced the continuation of proxy solicitation for its Series A Preferred Stock proposal. With 20% of shares voted, 82% favor the changes, up from 72% last week. The proposal requires approval from two-thirds of outstanding shares (about 3 million of 4.5 million) by August 21, 2024. If approved, Series A holders would receive similar change of control protections as Series B holders, and the dividend would mirror Series B. The company would gain the right to exchange Series A shares for common stock at $25/share plus accrued dividends. Voting can be done by phone, online, or mail. The company cautions that future results may vary and non-votes count as 'no' votes.

Positive

• 82% of early proxies favor the Series A Preferred Stock proposal
• If approved, Series A holders would receive enhanced change of control protections
• Company would gain flexibility to exchange Series A shares for common stock

Negative

• Proposal requires approval from two-thirds of outstanding shares, which may be challenging
• Non-votes count as 'no' votes, potentially making approval more difficult
• Future proxy or voting results could be less favorable than current trends

Insights

Financial Analyst

As a financial analyst, I find this news to be of moderate importance for CareCloud (CCLD) investors. The company is seeking approval from Series A Preferred Shareholders for amendments to their stock's terms, which could have significant implications:

• The proposed changes would align Series A Preferred Stock more closely with Series B Preferred Stock, particularly in terms of change of control protections and dividend structure.
• If approved, CareCloud would gain the right to exchange Series A Preferred Stock for common stock at the $25/share liquidation preference, plus accrued dividends.
• Currently, 82% of early voters support the proposal, up from 72% last week. However, this represents only about 20% of total Series A Preferred shares.

The outcome of this vote could impact CareCloud's capital structure and financial flexibility. If approved, it may provide the company with more options for managing its preferred stock obligations. However, the 66.67% approval threshold is still a significant hurdle, especially considering that non-votes count as 'no' votes.

Investors should closely monitor this situation, as changes to preferred stock terms can affect both common and preferred shareholders. The potential ability to exchange Series A Preferred for common stock could lead to dilution for existing common shareholders if exercised. Conversely, it might provide an exit opportunity for Series A Preferred holders.

While the early voting trends are positive for the company, the final outcome remains uncertain. The continuation of proxy solicitation suggests that reaching the required approval threshold may be challenging. This process bears watching as it could influence CareCloud's future capital allocation decisions and shareholder value.

SOMERSET, N.J., July 30, 2024 (GLOBE NEWSWIRE) -- CareCloud, Inc. (the “Company”) (Nasdaq: CCLD, CCLDO, CCLDP), a leader in healthcare technology solutions for medical practices and health systems nationwide, today announced the continuation of proxy solicitation from the holders (the “Series A Preferred Shareholders”) of its 11% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”) to approve an amendment to the Company’s Certificate of Designations, Preferences and Rights of its’ Series A Preferred Stock (the “Preferred Stock Proposal”). With approximately 20% of the shares of Series A Preferred Stock having already returned their proxies, 82% of these shares (up from 72% last week) are in favor of the changes recommended in the Preferred Stock Proposal.

“There are only three weeks remaining for Series A Preferred Shareholders to return their proxies on this important vote,” said Stephen Snyder, President of CareCloud. “To become effective, the proposal must be approved by at least two-thirds of the shares of all outstanding Series A Preferred Stock – or about 3 million of the outstanding 4.5 million shares. Those wishing to submit their voting instructions can do so now through August 21, 2024, by calling 844-874-6164, by visiting www.aalvote.com/ccld, or by mailing back the completed proxy card received from CareCloud. Anyone who would rather attend the Special Meeting in person can do so by following the instructions contained in the Definitive Proxy materials.”

If the Preferred Stock Proposal is ultimately approved, holders of Series A Preferred Stock would receive similar change of control protections to those afforded to holders of the Company’s Series B 8.75% Cumulative Redeemable Perpetual Preferred Stock (the “Series B Preferred Stock”). Also, the dividend of Series A Preferred Stock would mirror that of the Series B Preferred Stock, and the Company would, going forward, have the right to exchange the shares of Series A Preferred Stock for common stock at the liquidation preference value of the $25/share, plus accrued and unpaid dividends.

Proxy solicitation is ongoing and the Company cannot predict future proxy or voting results, which could be more or less favorable than the trends seen to date. Any shares that are not voted will be deemed “no” votes, making it more difficult for the Company to achieve the minimum two-thirds vote in favor of the Preferred Stock Proposal.

The information contained in this press release is a summary of certain relevant portions of the Definitive Proxy Statement and other materials filed with the SEC. It is important that Series A Preferred Shareholders review the entirety of the filings, which are available on the SEC’s website and on https://ir.carecloud.com/series-a-special-proxy.

About CareCloud

CareCloud brings disciplined innovation to the business of healthcare. Our suite of technology-enabled solutions helps clients increase financial and operational performance, streamline clinical workflows and improve the patient experience. More than 40,000 providers count on CareCloud to help them improve patient care while reducing administrative burdens and operating costs. Learn more about our products and services including revenue cycle management (RCM), practice management (PM), electronic health records (EHR), business intelligence, patient experience management (PXM) and digital health at www.carecloud.com.

Follow CareCloud on LinkedIn, Twitter and Facebook.

Important Additional Information and Where To Find It. CareCloud filed with the SEC a definitive proxy statement on Schedule 14A on July 8, 2024, with respect to its future solicitation of proxies for the Special Meeting of Series A Preferred Stock shareholders (including any and all adjournments, postponements, continuations, and reschedulings thereof, the "Special Meeting"). The information contained in this press release is merely a summary of certain relevant portions of the Proxy Statement and it is important that Series A Preferred Stock shareholders review the entirety of the filing. SERIES A PREFERRED STOCK SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER AMENDMENTS OR SUPPLEMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT CARECLOUD'S FILING. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by CareCloud free of charge through the website maintained by the SEC at www.sec.gov. The Notice of the Special Meeting of Series A Preferred Stockholders and our Proxy Statement for the Special Meeting, the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 are available at www.sec.gov.

Forward-Looking Statements

This press release contains various forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements relate to anticipated future events, future results of operations or future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “shall,” “should,” “could”, “intends,” “expects,” “plans,” “goals,” “projects,” “anticipates,” “believes,” “seeks,” “estimates,” “predicts,” “possible,” “potential,” “target,” or “continue” or the negative of these terms or other comparable terminology.

Our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. Forward-looking statements in this press release include, without limitation, statements reflecting management's expectations for future financial performance and operating expenditures, expected growth, profitability and business outlook, the impact of pandemics on our financial performance and business activities, and the expected results from the integration of our acquisitions.

These forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are only predictions, are uncertain and involve substantial known and unknown risks, uncertainties and other factors which may cause our (or our industry’s) actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. We do not have an ongoing obligation to update shareholders regarding future proxy or vote trends, even if they are materially different from those experienced to date. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all of the risks and uncertainties that could have an impact on the forward- looking statements, including without limitation, risks and uncertainties relating to the Company’s ability to manage growth, migrate newly acquired customers and retain new and existing customers, maintain cost-effective global operations, increase operational efficiency and reduce operating costs, predict and properly adjust to changes in reimbursement and other industry regulations and trends, retain the services of key personnel, develop new technologies, upgrade and adapt legacy and acquired technologies to work with evolving industry standards, compete with other companies products and services competitive with ours, and other important risks and uncertainties referenced and discussed under the heading titled “Risk Factors” in the Company’s filings with the Securities and Exchange Commission.

The statements in this press release are made as of the date of this press release, even if subsequently made available by the Company on its website or otherwise. The Company does not assume any obligations to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.

SOURCE CareCloud

Company Contact:
Norman Roth
Interim Chief Financial Officer and Corporate Controller
CareCloud, Inc.
nroth@carecloud.com

Investor Contact:

Bill Korn
CareCloud, Inc.
ir@carecloud.com

FAQ

What is the current approval rate for CareCloud's Series A Preferred Stock proposal?

As of July 30, 2024, 82% of the early proxies (representing about 20% of total shares) favor CareCloud's (CCLD) Series A Preferred Stock proposal.

When is the deadline for CareCloud (CCLD) shareholders to vote on the Series A Preferred Stock proposal?

The deadline for CareCloud (CCLD) shareholders to vote on the Series A Preferred Stock proposal is August 21, 2024.

How many shares need to approve CareCloud's (CCLD) Series A Preferred Stock proposal for it to pass?

CareCloud's (CCLD) Series A Preferred Stock proposal requires approval from two-thirds of outstanding shares, which is about 3 million of the 4.5 million outstanding shares.

What changes would occur if CareCloud's (CCLD) Series A Preferred Stock proposal is approved?

If approved, CareCloud (CCLD) Series A holders would receive similar change of control protections as Series B holders, the dividend would mirror Series B, and the company could exchange Series A shares for common stock at $25/share plus accrued dividends.