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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): August 22, 2025
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.
On
August 22, 2025, CareCloud Holdings, Inc (“Holdings”), a newly created, indirect subsidiary of CareCloud, Inc. (the
“Company”), entered into and closed on an Asset Purchase Agreement (the “Purchase Agreement”) with Medsphere
Systems Corporation, a Delaware corporation (the “Seller”). Pursuant to the Purchase Agreement, Holdings acquired certain
assets of Seller, which is in the business of providing healthcare IT software and related services to the U.S. inpatient and ambulatory
market.
The
aggregate purchase price for the acquisition was $16,500,000, plus the assumption of certain liabilities. The Company believes that
the expected annual long-term revenue approximates the purchase price, consistent with prior acquisitions. The purchase
price was comprised of: (i) $8,250,000 in cash, subject to provisions as set forth in the
agreement and (ii) $8,250,000 payable by Holdings to Seller’s secured bank lender Wells Fargo Bank, N.A.
(“Wells Fargo”) pursuant to a Deferred Payment Agreement, bearing interest at a rate of 12% per year with a maturity
date of February 20, 2026. The Company and its subsidiaries are also party to the
Deferred Payment Agreement as guarantors. The obligations of the Company and its subsidiaries under the Deferred Payment Agreement
are secured by their assets pursuant to security documents executed by the Company and its subsidiaries in favor of Wells Fargo
(such security documents, collectively with the Deferred Payment Agreement, the “Bank Documents”).
The
Purchase Agreement contains customary representations, warranties and covenants. The Company has purchased insurance to provide coverage
for losses resulting from Seller’s breach of its representations and warranties; however, Holdings will not have recourse against
Seller for breach of representations and warranties other than for fraud or intentional misrepresentation. Holdings and Seller have limited
indemnification rights for breach of covenants.
Seller
and Holdings entered into a transition services agreement (“TSA”) whereby Seller will provide various services to assist
with the transition and integration of the acquired assets, including IT transition, customer support continuity, invoicing and billing
and operational process transition.
The
foregoing summary of the Purchase Agreement, TSA and Bank Documents is not a complete description of such documents and the transactions
contemplated thereby and is qualified entirely by reference to the complete text of such documents, copies of which are attached as exhibits
to this Current Report on Form 8-K and are incorporated herein by reference.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
August 22, 2025, as a result of the Purchase Agreement and the transactions contemplated thereunder, Holdings purchased certain
assets and assumed certain liabilities of Seller.
The
information provided above in “Item 1.01 – Entry into a Material Definitive Agreement” of this Current Report on Form
8-K is incorporated by reference into this Item 2.01.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information provided above in “Item 1.01 – Entry into a Material Definitive Agreement” of this Current Report on Form
8-K is incorporated by reference into this Item 2.03.
Item
8.01 Other Events.
On
August 25, 2025, the Company issued a press release announcing the entry into the Purchase Agreement. A copy of the press release
is attached as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
| (a) |
Financial
statements of businesses or funds acquired. |
The
financial statements required by Item 9.01(a) will be filed by amendment to this Current Report on Form 8-K not later than 71 days after
the date on which this Current Report on Form 8-K is required to be filed.
| (b) |
Pro
forma financial information. |
The
pro forma financial information required by Item 9.01(b) will be filed by amendment to this Current Report on Form 8-K not later than
71 days after the date on which this Current Report on Form 8-K is required to be filed.
| |
2.1 |
|
Asset
Purchase Agreement between Seller and Holdings dated as of August 22, 2025. |
| |
2.2 |
|
Transition
Services Agreement between Seller and Holdings dated as of August 22, 2025. |
| |
2.3 |
|
Security
Agreement by the Company and its subsidiaries in favor of Wells Fargo dated as of August 22, 2025. |
| |
2.4 |
|
Patent
Security Agreement by Holdings and CareCloud Health, Inc. in favor of Wells Fargo dated as of August 22, 2025. |
| |
2.5 |
|
Copyright
Security Agreement by Holdings in favor of Wells Fargo dated as of August 22, 2025. |
| |
2.6 |
|
Trademark
Security Agreement by the Company and Holdings in favor of Wells Fargo dated as of August 22, 2025. |
| |
2.7 |
|
Deferred
Payment Agreement by and among Wells Fargo, Holdings, the Company and its other subsidiaries dated as of August 22, 2025. |
| |
2.8 |
|
Guaranty
by and among Wells Fargo as Lender and Holdings as Issuer dated as of August 22, 2025. |
| |
2.9 |
|
Bill
of Sale by and between Medsphere and Holdings dated as of August 22,
2025. |
| |
2.10 |
|
Power
of Attorney by and between Medsphere and Holdings dated as of August 22, 2025. |
| |
2.11 |
|
Intellectual
Property Assignment Agreement by and between Medsphere and Holdings dated as of August 22, 2025. |
| |
2.12 |
|
Assignment
and Assumption Agreement between Medsphere and Holdings dated as of August 22, 2025. |
| |
99.1 |
|
Press
Release dated August 25, 2025. |
| |
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: |
August
25, 2025 |
By:
|
/s/
Norman Roth |
| |
|
|
Norman
Roth |
| |
|
|
Interim
Chief Financial Officer and Corporate Controller |
