UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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EXPLANATORY NOTE
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Certificates of Correction
On June 15, 2022, the Company filed a Certificate of Correction (the “Charter Certificate of Correction”) with the Delaware Secretary of State to nullify the filing of a Certificate of Amendment to Amended and Restated Certificate of Incorporation (the “Charter Amendment”) with the Delaware Secretary of State on June 7, 2022, that had not received the requisite stockholder approval.
Except as described below, the Company’s Amended and Restated Certificate of Incorporation, as in effect prior to the Annual Meeting, is accurate and remains in effect without change. No shares of the Company’s common stock or preferred stock were issued in reliance on the Charter Amendment.
The foregoing description of the Charter Certificate of Correction does not purport to be complete and is qualified in its entirety by reference to the Charter Certificate of Correction, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K/A and incorporated by reference herein.
On June 15, 2022, the Company filed a Certificate of Correction (the “Series A Certificate of Correction”) with the Delaware Secretary of State to nullify the filing of an Eighth Amendment to Amended and Restated Certificate of Designations, Preferences and Rights of 11% Series A Cumulative Redeemable Perpetual Preferred Stock with the Delaware Secretary of State on June 7, 2022.
The foregoing description of the Series A Certificate of Correction does not purport to be complete and is qualified in its entirety by reference to the Series A Certificate of Correction, a copy of which is included as Exhibit 3.2 to this Current Report on Form 8-K/A and incorporated by reference herein.
On June 15, 2022, the Company filed a Certificate of Correction (the “Series B Certificate of Correction”) with the Delaware Secretary of State to nullify the filing of a First Amendment to Certificate of Designations, Preferences and Rights of 8.75% Series B Cumulative Redeemable Perpetual Preferred Stock with the Delaware Secretary of State on June 7, 2022.
The foregoing description of the Series B Certificate of Correction does not purport to be complete and is qualified in its entirety by reference to the Series B Certificate of Correction, a copy of which is included as Exhibit 3.3 to this Current Report on Form 8-K/A and incorporated by reference herein.
Eighth Amendment to Certificate of Designations of Series A Preferred Stock
On June 15, 2022, the Company filed an Eighth Amendment (the “Series A Amendment”) to Amended and Restated Certificate of Designations, Preferences and Rights (the “Series A Certificate of Designations”) of 11% Series A Cumulative Redeemable Perpetual Preferred Stock with the Delaware Secretary of State which was effective upon filing. The Series A Amendment decreased the number of authorized shares of Series A Preferred Stock from 5,350,000 shares to 4,526,231 shares. No other changes were made to the Series A Certificate of Designations.
The foregoing description of the Series A Amendment does not purport to be complete and is qualified in its entirety by reference to the Series A Amendment, a copy of which is included as Exhibit 3.4 to this Current Report on Form 8-K/A and incorporated by reference herein.
First Amendment to Certificate of Designations of Series B Preferred Stock
On June 15, 2022, the Company filed a First Amendment (the “Series B Amendment”) to Certificate of Designations, Preferences and Rights (the “Series B Certificate of Designations”) of 8.75% Series B Cumulative Redeemable Perpetual Preferred Stock with the Delaware Secretary of State which was effective upon filing. The Series B Amendment increased the number of authorized shares of Series B Preferred Stock from 1,640,000 shares to 2,463,769 shares. No other changes were made to the Series B Certificate of Designations.
The foregoing description of the Series B Amendment does not purport to be complete and is qualified in its entirety by reference to the Series B Amendment, a copy of which is included as Exhibit 3.5 to this Current Report on Form 8-K/A and incorporated by reference herein.
Certificate of Amendment to Amended and Restated Certificate of Incorporation
At the Annual Meeting, the Company’s shareholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to amend Section 4.1 of the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock that may be issued from twenty-nine million shares to thirty-five million shares (the “New Charter Amendment”). The New Charter Amendment was filed with the Delaware Secretary of State on June 16, 2022 and became effective on such date.
The foregoing description of the New Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the New Charter Amendment, a copy of which is included as Exhibit 3.6 to this Current Report on Form 8-K/A and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders voted on a proposal (“Charter Proposal”) to amend the Company’s Amended and Restated Certificate of Incorporation to increase the Company’s authorized shares of preferred stock from seven million shares to fifteen million shares. The Charter Proposal did not receive the votes necessary for approval.
The Company’s Current Report on Form 8-K filed with the SEC on June 2, 2022, correctly reported the vote on the Charter Proposal, which was 6,508,776 votes FOR, 1,705,914 votes WITHHELD, 23,960 votes ABSTAIN, and 2,930,332 Broker Non-Votes. The Charter Proposal did not receive the vote of a majority of the outstanding common stock entitled to vote on the Charter Proposal as required by the Delaware General Corporation Law.
Item 9.01 Financial Statements and Exhibits.
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 17, 2022 | By: | /s/ A. Hadi Chaudhry |
| A. Hadi Chaudhry | ||
| Chief Executive Officer | ||