false
0001582982
0001582982
2026-04-13
2026-04-13
0001582982
CCLD:CommonStockParValue0.001PerShareMember
2026-04-13
2026-04-13
0001582982
CCLD:Sec8.75SeriesBCumulativeRedeemablePerpetualPreferredStockParValue0.001PerShareMember
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
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): 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 |
| 8.75%
Series B Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share |
|
CCLDO |
|
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
1.01. Entry into a Material Definitive Agreement.
Credit
Agreement
On
April 13, 2026, CareCloud, Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”) with
Citizens Bank, N.A., as administrative agent, issuing bank and a lender (“Citizens”), Provident Bank, as a lender (“Provident”),
and the other parties thereto, which provides for a $40.0 million term loan facility and a $10.0 million revolving credit facility (collectively,
the “Credit Facility”).
The
term loan facility and the revolving credit facility each mature on the fourth anniversary of the closing date. The term loan amortizes
in equal monthly principal installments beginning June 1, 2026. Borrowings under the Credit Facility bear interest at rates based on
Term SOFR, Daily Simple SOFR or the alternate base rate, in each case plus the applicable margin. The Credit Facility contains customary
affirmative and negative covenants, including financial covenants, and customary events of default. The obligations under the Credit
Facility are guaranteed by certain of the Company’s subsidiaries and are secured by substantially all of the Company’s and
such guarantors’ assets.
As
a post-closing condition, within 45 days from the closing date, 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. 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”). This Warrant will
have a term of five years and will have customary anti dilution provisions and a net share settlement feature. Upon execution and delivery
of the Securities Account Pledge Agreement and the Warrant, the Company will file an amendment to this Current Report on Form 8-K to
include the executed Securities Account Pledge Agreement and Warrant as exhibits hereto.
The
proceeds of the Credit Facility will be used for general corporate purposes, including the redemption of the Company’s outstanding
8.75% Series B Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”).
Such redemption is described further in Item 8.01 below.
The
foregoing descriptions of the Credit Facility, the Securities Account Pledge Agreement and Warrant do not purport to be complete and
are qualified in their entirety by reference to the definitive agreements, copies of which are attached hereto, or upon execution, will
be attached to an amendment thereto, as exhibits and are incorporated herein by reference.
ATM
Agreement
Also,
on April 13, 2026, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with Citizens JMP
Securities, LLC (“Citizens”), pursuant to which the Company may offer and sell shares of its common stock having
an aggregate offering price of up to $60 million (the “Shares”) from time to time through or to Citizens,
acting as sales agent or principal.
The
Shares will be offered pursuant to an effective shelf registration statement on Form S-3 (File No. 333-286431) and a prospectus
supplement filed on April 14, 2026.
Upon
the entry into a separate Terms Agreement (as defined in the ATM Agreement) and subject to the terms and conditions of the ATM Agreement,
Citizens may sell the Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415
of the Securities Act of 1933, as amended, including, without limitation, sales made through The Nasdaq Global Market or on any other
existing trading market for the Company’s common stock. Citizens will use commercially reasonable efforts to sell the Shares from
time to time, based upon instructions from the Company.
Under the terms of the ATM Agreement, Citizens will be entitled to a commission of 3.0% of the gross proceeds from any Shares
sold under the ATM Agreement. The Company has also provided Citizens with customary indemnification and contribution rights.
The
Company is not obligated to sell any Shares under the ATM Agreement and intends to use any proceeds from sales made under the ATM Agreement
for general corporate purposes, which may include funding potential acquisitions, loan repayments, organic growth initiatives, capital
expenditures, investments and general working capital, as well as redemption of our preferred stock.
Song
P.C., counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent
included therein, is attached as Exhibit 5.1 hereto.
The
foregoing description of the ATM Agreement is qualified in its entirety by reference to the full text of the agreement, a copy of which
is attached hereto as Exhibit 10.13 and is incorporated herein by reference.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein,
nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.
Item
3.02. Unregistered Sales of Equity Securities.
To
the extent required by Item 3.02 of Form 8-K, the information set forth under Item 1.01 of this Current Report on Form 8-K regarding
the future issuance of the Warrant is incorporated herein by reference into this Item 3.02. The Warrant and the shares issuable upon
exercise thereof will be issued in reliance on the applicable exemption from registration under the Securities Act of 1933, as amended.
Item
8.01 Other Events.
On
April 14, 2026, the Company announced that it has elected to redeem 1,511,372 shares (the “Redeemed Shares”) of its Series
B Preferred Stock, consisting of all of the issued and outstanding shares of its Series B Preferred Stock, pursuant to the Certificate
of Designation governing the Series B Preferred Stock.
The
Company has set a redemption date of May 15, 2026 (the “Redemption Date”), following the required 30-day notice period.
The redemption is being made pursuant to the Company’s optional redemption right set forth in Section 6(b) of the Certificate of
Designations.
The
Redeemed Shares will be redeemed at a cash redemption price of $25.25 per share, plus all accrued and unpaid dividends (whether or not
declared) up to, but not including, the Redemption Date in an amount equal to $2.27 per share, for a total payment of $27.52 per share.
From and after the Redemption Date, dividends on the Redeemed Shares will cease to accumulate, the Redeemed Shares will no longer be
outstanding, and all rights of the holders of such shares will terminate, except the right of the holders to receive the cash payable
upon such redemption, without interest.
This
Current Report on Form 8-K is intended, in part, to provide public notice of the Company’s election to redeem the Series B Preferred
Stock. Notice has been given to Nasdaq and DTCC regarding the redemption.
On
April 14, 2026, the Company issued a press release and a notice of redemption announcing the redemption of the Series B Preferred
Stock. A copy of the press release and notice of redemption are attached as Exhibit 99.1 and Exhibit 10.14 and are
incorporated herein by reference.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, including statements regarding the Company’s redemption of preferred securities, financing arrangements, and future financial
performance. Actual results may differ materially due to various risks and uncertainties.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| 5.1 |
Opinion of Song P.C. |
| 10.1 |
Credit Agreement dated April 13, 2026 by and among CareCloud, Inc. and Citizens Bank, N.A. as administrative agent. |
| 10.2 |
Pledge and Security Agreement |
| 10.3 |
Pledge Agreement |
| 10.4 |
Citizen Term Loan Note |
| 10.5 |
Provident Term Loan Note |
| 10.6 |
Citizens Revolving Loan Note |
| 10.7 |
Provident Revolving Loan Note |
| 10.8 |
Swingline Loan Note |
| 10.9 |
Trademark Security Agreement |
| 10.10 |
Guarantee Agreement |
| 10.11 |
Copyright Security Agreement |
| 10.12 |
Patent Security Agreement |
| 10.13 |
At
The Market Offering Agreement, dated April 13, 2026, by and between CareCloud, Inc. and Citizens JMP Securities, LLC |
| 10.14 |
Notice of Redemption |
| 23.1 |
Consent of Song P.C. (included in exhibit 5.1 above) |
| 99.1 |
Press Release dated April 14, 2026. |
| 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:
April 14, 2026 |
By: |
/s/
Norman Roth |
| |
|
Norman
Roth |
| |
|
Interim
Chief Financial Officer and Corporate Controller |
Exhibit 99.1

CareCloud
Secures $50 Million Credit Facility and Full Redemption of Series B Preferred Stock
Facility
with Citizens Bank and Provident Bank underscores strong access to institutional capital
SOMERSET,
NJ – April 14, 2026 – CareCloud, Inc. (Nasdaq: CCLD, CCLDO) (“CareCloud” or the “Company”), a
leading provider of AI-driven healthcare technology and revenue cycle management solutions, today announced the closing of a $50 million
credit facility on April 13, 2026, with Citizens Bank, N.A. (“Citizens”) and Provident Bank, a subsidiary of Provident Financial
Services, Inc (“Provident Bank”). Citizens acted as lead arranger and administrative agent on the $50 million credit facility.
Provident Bank participated in the financing.
The
Company also announced that, on May 15, 2026, it will redeem 100% of its outstanding 8.75% Series B Cumulative Redeemable Perpetual Preferred
Stock (CCLDO) (the “Series B Preferred Stock”) , following the requisite 30-day notice period. This milestone simplifies
in the Company’s capital structure, eliminates preferred equity overhang, and enhances long-term shareholder value. The redemption
is expected to eliminate approximately $3.2 million in annual preferred dividend obligations and replace higher-cost preferred equity
with lower-cost institutional debt, improving the Company’s capital structure and enhancing long-term financial flexibility.
CareCloud
currently generates approximately $30 million in annualized adjusted EBITDA, which underscores the strength of its operating model and
has enabled its transition to lower-cost, institutional-grade financing. The facility reflects continued execution of the Company’s
transformation strategy. It provides non-dilutive capital, enhances liquidity and financial flexibility, lowers the cost of capital,
and reinforces operational resilience. CareCloud also continues to expand its AI-driven platform, applying automation across healthcare
operations to improve efficiency, scalability, and resilience.
“This
transaction represents a transformative step for CareCloud,” said Stephen Snyder, Chief Executive Officer of CareCloud. “With
the full redemption of the Series B Preferred Stock, we are simplifying our capital structure and positioning the Company for its next
phase of growth. We believe this strengthens our financial profile and enhances our ability to attract a broader base of institutional
investors.”
In
connection with the transaction, Matthew Rickert, Market Executive, and Alan Tekerlek, Managing Director, of Citizens stated, “We
are pleased to have partnered closely with the Company to optimize its capital structure and strategically position CareCloud for sustained
growth and enhanced profitability.”
With
its capital structure simplified, the Company is entering the next phase of its strategic evolution focused on accelerating growth and
enhancing long-term shareholder value. The Company intends to leverage its strengthened balance sheet and improved financial flexibility
to further expand its AI-enabled product offerings, drive organic growth across its core revenue cycle management platform, and pursue
strategic initiatives to increase scale and operating leverage.
Redemption
Details
All
1,511,372 outstanding shares of the Series B Preferred Stock (CUSIP No. 14167R308) will be redeemed on May 15, 2026 (the “Redemption
Date”). Each share will be redeemed at a price equal to $25.25 per share (the “Redemption Price”), plus an amount equal
to any accumulated and unpaid dividends on such shares up to, but not including, the Redemption Date, totaling $2.27 for a total of $27.52
per share (the “Total Redemption Price”). On and after the Redemption Date, dividends will cease to accrue on the Series
B Preferred Stock, and all rights of holders will terminate except for the right to receive the Total Redemption Price. In connection
with this process, the Company will delist the Series B Preferred Stock from the Nasdaq Global Stock Market.
The
Series B Preferred Stock is held in book-entry form through the Depository Trust Company (“DTC”), and the shares will be
redeemed in accordance with the applicable procedures of the DTC and the Certificate of Designations, Preferences and Rights of the Series
B Preferred Stock (the “Certificate of Designations”). Payment to DTC for the Series B Preferred Stock will be made by VStock
Transfer, LLC, as redemption agent, who has received the full amount of the funds to effect the transaction.
This
press release does not constitute a notice of redemption under the Certificate of Designations governing the Series B Preferred Stock
and is qualified in its entirety by reference to the notice of redemption issued by the Company, which will be delivered to the DTC in
accordance with the terms of the Certificate of Designations.
About
CareCloud
CareCloud
brings disciplined innovation to the business of healthcare. Our suite of AI and technology-enabled solutions helps clients increase
financial and operational performance, streamline clinical workflows and improve the patient experience. More than 45,000 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 carecloud.com.
Follow
CareCloud on LinkedIn, X and Facebook.
For
additional information, please visit our website at carecloud.com. To listen to video presentations by CareCloud’s management
team, read recent press releases, and view the latest investor presentation, please visit ir.carecloud.com.
About
Citizens Financial Group, Inc.
Citizens
Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with $226.4 billion in assets as of December
31, 2025. Headquartered in Providence, Rhode Island, Citizens offers a broad range of retail, private banking, wealth management and
commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions.
Citizens helps its customers reach their potential by listening to them and by understanding their needs in order to offer tailored advice,
ideas and solutions. In Consumer Banking, Citizens provides an integrated experience that includes mobile and online banking, a full-service
customer contact center and the convenience of approximately 3,100 ATMs and approximately 1,000 branches in 14 states and the District
of Columbia. Consumer Banking products and services include a full range of banking, lending, savings, wealth management and small business
offerings. Consumer Banking includes Citizens Private Bank and Private Wealth, which integrate banking services and wealth management
solutions to serve high- and ultra-high-net-worth individuals and families, as well as investors, entrepreneurs and businesses. In Commercial
Banking, Citizens offers a broad complement of financial products and solutions, including lending and leasing, deposit and treasury
management services, foreign exchange, interest rate and commodity risk management solutions, as well as loan syndication, corporate
finance, merger and acquisition, and debt and equity capital markets capabilities. More information is available at www.citizensbank.com
or visit us on X, LinkedIn or Facebook.
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, and the expected results from the integration
of our acquisitions. Past operational or stock price performance is not an indication of future performance.
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. 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:
Stephen
Snyder
Chief
Executive Officer
CareCloud,
Inc.
ir@carecloud.com