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): February 14, 2022

CARECLOUD, INC.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 February 14, 2022, CareCloud, Inc. (the “Company”) entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (“B. Riley”) pursuant to which the Company may issue and sell shares of its 8.75% Series B Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), having an aggregate offering price of up to $35 million from time to time through B. Riley, acting as agent or principal.

The sales, if any, of shares of Series B Preferred Stock made under the Sales Agreement through B. Riley will be made by any method permitted that is deemed an “at-the-market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Act”). B. Riley’s obligation to sell shares of Series B Preferred Stock under the Sales Agreement is subject to satisfaction of certain conditions as set forth in the Sales Agreement. The Company will pay B. Riley a commission of 3.0% of the gross sale price per share sold by B. Riley under the Sales Agreement.

The Company has no obligation to sell any shares of Series B Preferred Stock under the Sales Agreement, and may at any time suspend offers under the Sales Agreement. The Sales Agreement will terminate upon the issuance and sale of all Series B Preferred Stock subject to the Sales Agreement. B. Riley or the Company may terminate the Sales Agreement at any time upon five days’ prior notice.

The Sales Agreement contains customary representations, warranties and agreements by the Company, as well as indemnification obligations of the Company for certain liabilities under the Act.

The sales and issuances of the shares of Series B Preferred Stock under the Sales Agreement will be made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-255094) and the accompanying prospectus. On the date hereof, the Company intends to file a prospectus supplement with the Securities and Exchange Commission in connection with the offer and sale of the shares of Series B Preferred Stock under the Sales Agreement.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The foregoing description of the Sales Agreement does not purport to be complete and is qualified entirely by reference to the text of such document, a copy of which is attached as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.

Song P.C., counsel to the Company, has issued an opinion to the Company, dated February 14, 2022, regarding the validity of the Series B Preferred Stock. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

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.