CareCloud gets cure period to fix Nasdaq board independence issue
Rhea-AI Filing Summary
CareCloud, Inc. (CCLD) reported the death of independent director John N. Daly on November 24, 2025. Mr. Daly had served on the Board since July 2014 and was a member of the Audit Committee and chairman of the Compensation Committee.
Because of his passing, the Board no longer has a majority of independent directors and the Audit Committee no longer has at least three members, causing noncompliance with Nasdaq Listing Rules 5605(b)(1) and 5605(c)(2)(A). On November 25, 2025, Nasdaq granted a cure period that runs until the earlier of CareCloud’s next annual shareholder meeting or November 24, 2026. The company has informed Nasdaq that the Board plans to appoint an additional independent director to restore compliance.
Positive
- None.
Negative
- None.
Insights
CareCloud faces temporary Nasdaq noncompliance after a director’s death but has a defined cure period to restore board independence.
The passing of independent director John N. Daly, who served on the Audit Committee and chaired the Compensation Committee, immediately reduced the number of independent directors on CareCloud’s Board. As a result, the company no longer meets Nasdaq Rule 5605(b)(1) for a majority-independent Board or Rule 5605(c)(2)(A) for at least three Audit Committee members.
Nasdaq’s letter provides a cure period ending at the earlier of the next annual shareholder meeting or November 24, 2026. This gives the Board time to appoint a new independent director and rebalance committee membership. The company has stated that the Board plans to regain compliance at its earliest opportunity by filling the Audit Committee vacancy with an additional independent director.
The situation highlights short-term governance and listing-standard pressure rather than an immediate listing threat, since a formal cure window is in place. Subsequent disclosures about Board appointments and committee reconstitution will clarify how and when the company restores full Nasdaq compliance within the allowed timeframe.
8-K Event Classification
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As noted on Item 8.01 below, on November 24, 2025, Mr. John N. Daly, an independent director of CareCloud, Inc. (the “Company”), passed away. Mr. Daly was a member of the Company’s Audit Committee and the chairman of the Compensation Committee.
On November 24, 2025, the Company notified the Nasdaq Stock Market (“Nasdaq”) of Mr. Daly’s death and that, because of the loss, (i) the Company did not comply with Nasdaq Listing Rule 5605(b)(1), requiring that a majority of the Company’s Board of Directors (the “Board”) consist of independent directors and (ii) the Company did not comply with Nasdaq Listing Rule 5605(c)(2)(A), requiring that the Company’s Audit Committee consist of at least three members.
On November 25, 2025, the Company received a letter from Nasdaq notifying us of the available cure period. Pursuant to Nasdaq Listing Rule 5605(b)(1)(A) and 5605(c)(4)(B), the Company is entitled to a cure period to regain compliance with Nasdaq Listing Rules, which cure period will expire upon the earlier of the Company’s next annual meeting of shareholders or November 24, 2026.
The Company also informed Nasdaq that the Board plans to regain compliance with the listing rules at its earliest opportunity by appointing an additional independent director of the Company to fill the vacancy on the Company’s Audit Committee.
Item 8.01 Other Events.
The Company deeply regrets to announce that Mr. John N. Daly, a respected director of the Company, passed away on November 24, 2025. Mr. Daly has been a director of the Company since July 2014.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE(S)
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: | November 26, 2025 | By: | /s/ Norman Roth |
Norman Roth Interim Chief Financial Officer and Corporate Controller | |||
FAQ
What did CareCloud, Inc. (CCLD) announce in this 8-K filing?
How does John N. Daly’s death affect CareCloud’s Nasdaq listing compliance?
What cure period did Nasdaq provide to CareCloud (CCLD)?
What steps does CareCloud plan to take to regain Nasdaq compliance?
What roles did John N. Daly hold at CareCloud before his passing?
Does this filing indicate any immediate delisting of CareCloud stock?
