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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): June 1, 2022

 

 

CareCloud, Inc.

(formerly MTBC, 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   MTBC   Nasdaq Global Market
11% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share   MTBCP   Nasdaq Global Market
8.75% Series B Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share   MTBCO   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 5.07 Submission of Matters to a Vote of Security Holders

 

The Company held its Annual Meeting of Shareholders (the “Annual Meeting”) on June 1, 2022 in Somerset, New Jersey. As of April 4, 2022, the record date, there were 15,063,511 shares of common stock outstanding and eligible to vote on all items at the Annual Meeting. The proposals considered at the Annual Meeting are described in detail in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2022. The proposals described below were voted upon at the Annual Meeting and the number of votes cast with respect to each such proposal was as follows:

 

1.All four nominees listed below were elected to the Board of Directors with each director receiving votes as follows:

 

Election of Directors  For  Withheld  Broker Non-Votes
A. Hadi Chaudhry  7,120,891  1,117,759  2,930,322
John N. Daly  7,029,900  1,208,750  2,930,322
Mahmud Haq  7,096,122  1,142,528  2,930,322
Cameron P. Munter  6,990,860  1,247,790  2,930,322

 

2.The Company’s Certificate of Incorporation (“COI”) is to be amended to increase the Company’s authorized shares of common stock from twenty-nine million shares to thirty-five million shares, with the amendment receiving votes as follows:

 

For  Withheld  Abstain  Broker Non-Votes
10,615,329  508,900  44,743  0

 

3.The Company’s COI is to be amended to increase the Company’s authorized shares of preferred stock from seven million shares to fifteen million shares, with the amendment receiving votes as follows:

 

For  Withheld  Abstain  Broker Non-Votes
6,508,776  1,705,914  23,960  2,930,332

 

4.The Company’s Amended and Restated Equity Incentive Plan (“Equity Plan”) is to be amended to increase the number of shares of the Company’s common stock issuable under the Equity Plan from 4,851,000 shares to 5,851,000 shares, with the amendment receiving votes as follows:

 

For  Withheld  Abstain  Broker Non-Votes
7,667,253  552,264  19,133  2,930,322

 

5.The Company’s Equity Plan is to be amended to add 200,000 shares of the Company’s 8.75% Series B Cumulative Redeemable Perpetual Preferred Stock issuable under the Equity Plan, with the amendment receiving votes as follows:

 

For  Withheld  Abstain  Broker Non-Votes
7,652,560  563,564  225,176  2,727,672

 

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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: June 2, 2022 By: /s/ A. Hadi Chaudhry
    A. Hadi Chaudhry
    Chief Executive Officer

 

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