true
0001582982
0001582982
2026-04-13
2026-04-13
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 22, 2026 (April 13, 2026)
CARECLOUD,
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 |
|
CCLD |
|
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. ☐
Explanatory
Note
On
April 14, 2026, CareCloud, Inc. (the “Company”) filed with the Securities and Exchange Commission a Current Report on Form
8-K (the “Original Report”) to disclose that, together with other items, the Company entered into a Credit Agreement
with Citizens Bank, N.A., as administrative agent, issuing bank and a lender (“Citizens”), Provident Bank, as a
lender, and the other parties thereto, which provides for a $40 million term loan facility and a $10 million revolving credit facility
(the “Credit Facility”). The Original Report provided that (i) as a post-closing condition for the Credit Facility, Mahmud
Haq, the Company’s Executive Chairman, will enter into a Securities Account Pledge Agreement in favor of Citizens, as administrative
agent, pursuant to which he will pledge certain securities accounts as additional collateral support for the Credit Facility, (ii) in
consideration for this pledge, Mr. Haq will receive a warrant exercisable for 4,300,000 shares of common stock of the Company at a strike
price of $5.00 per share (the “Warrant”), and (iii) upon execution and delivery of the Securities Account Pledge Agreement
and the Warrant, the Company will file an amendment to the Original Report on Form 8-K to include the executed Securities Account Pledge
Agreement and Warrant as exhibits thereto.
On
July 22, 2026, Mr. Haq and two trusts, one controlled by Mr. Haq and the other one controlled by his wife (the “Trusts”),
entered into a Securities Account Pledge Agreement and a Securities Account Control Agreement with Citizens, as administrative
agent, in connection with the pledge of securities accounts consisting of 4,300,000 shares of the Company’s common stock
owned by Mr. Haq and the Trusts. Further, on July 22, 2026, the Company issued the Warrant to Mr. Haq. This Amendment
No. 1 to the Original Report is being filed by the Company for the purpose of supplementing Item 9.01 of the Original Report to include
the Securities Account Pledge Agreement, the Securities Account Control Agreement and the Warrant as exhibits.
Item
1.01. Entry into a Material Definitive Agreement.
The
disclosure set forth in Item 1.01 of the Original Report is hereby incorporated by reference.
In
connection with the Credit Facility described in the Original Report, on July 22, 2026, Mr. Haq and the Trusts entered into a Securities
Account Pledge Agreement (“Pledge Agreement”) in favor of Citizens, whereby Mr. Haq and the Trusts pledged certain securities
accounts consisting of 4,300,000 shares of the Company’s common stock to Citizens as additional collateral support for the Credit
Facility. The pledge generally remains in effect until the later of the second anniversary of the closing of the Credit Facility and
the date on which the Company certifies that its consolidated leverage ratio does not exceed 1.25 to 1.00, and in all events terminates
upon payment in full of the secured obligations under the Credit Facility. Following an event of default that remains uncured after the
applicable 15-business-day notice period, Citizens may exercise customary secured-party remedies with respect to the pledged collateral,
subject to the terms of the Pledge Agreement.
On July 22, 2026, Mr. Haq and the Trusts entered
into a Securities Account Control Agreement (“Control Agreement”) with Citizens, as Administrative Agent, and Citizens Securities
Inc. (“Citizens Securities”), as Securities Intermediary. Under the Securities Account Control Agreement, Citizens may deliver
to Citizens Securities a notice of exclusive control over the securities accounts in which the pledged stock is held and maintained by
Citizens Securities, and thereafter deliver to Citizens Securities “entitlement orders” (as defined in Section 8-102(a)(8)
of the Uniform Commercial Code) directing the transfer or sale of the pledged stock in such securities accounts. Prior to the delivery
of a notice of exclusive control following the occurrence and continuation of an event of default under the Credit Facility and the expiration
of a 15-business-day cure period, Mr. Haq and the Trusts generally retain the right to vote the pledged shares and receive dividends
and other distributions with respect thereto, subject to the certain restrictions set forth in the Control Agreement.
In consideration of Mr. Haq’s pledge, on
July 22, 2026, the Company issued the Warrant to Mr. Haq. The Warrant has a term of five years and has customary anti-dilution provisions,
vesting in monthly installments over a 12-month period, and a net share settlement feature.
The
foregoing descriptions of the Warrant, the Pledge Agreement and the Control Agreement are qualified in their entirety by reference
to the full text of such agreements, copies of which are filed as exhibits to this Amendment No. 1 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| |
4.1 |
|
Common Stock Purchase Warrant |
| |
|
|
|
| |
10.2 |
|
Securities Account Pledge Agreement |
| |
|
|
|
| |
10.3 |
|
Securities Account Control Agreement |
| |
|
|
|
| |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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: July
24, 2026 |
By: |
/s/
Norman Roth |
| |
|
Norman Roth |
| |
|
Interim Chief Financial Officer
and Corporate Controller |
