10. SHAREHOLDERS’ EQUITY

Treasury stock

The Board of Directors of the Company previously approved common stock repurchase programs. The last program expired January 25, 2017. As a result of these stock repurchases, the Company has 740,799 common shares held as treasury stock at an aggregate cost of $662,000.

Common stock

The Company has the right to sell up to $50 million of its common stock using an “at-the-market” facility (“ATM”). The underwriter receives 3% of the gross proceeds. During the year ended December 31, 2022, no shares of common stock were issued under this ATM. During the year ended December 31, 2021, the Company sold 346,389 shares of common stock under its ATM and received net proceeds of approximately $2.7 million.

Holders of our common stock are entitled to one vote for each share held on all matters properly submitted to a vote of shareholders on which holders of common stock are entitled to vote. Holders of common stocks are entitled to receive dividends only at times and amounts as determined by the Board of Directors. The common stock is not entitled to pre-emptive rights, and is not subject to conversion, redemption or sinking fund provisions. The common stock is listed on the Nasdaq Global Market under the trading symbol “CCLD.”

Preferred stock

The Company has seven million authorized shares of preferred stock of which 5,360,000 have been designated as Series A shares and the balance have been designated as Series B shares.

The Company has the right to sell up to $35 million of its Series B Preferred Stock using an ATM facility. The underwriter receives 3% of the gross proceeds. During the year ended December 31, 2022, the Company sold 1,324,858 of shares of Series B Preferred Stock and received net proceeds of approximately $30.9 million. This includes 224,048 shares sold under the Company’s ATM. On March 18, 2022, the Company used a portion of the proceeds from selling Series B Preferred Stock to redeem 800,000 shares of Series A Preferred Stock for $25.00 per share, plus all accrued and unpaid dividends to, but not including, the redemption date.

During the year ended December 31, 2021, the Company cancelled 215,822 shares of Series A Preferred Stock that were held in escrow from the CCH acquisition as the matters related to the escrow were settled in cash.

Since November 4, 2020, the Company may redeem, at its option, the Series A Preferred Stock, in whole or in part, at a cash redemption price of $25.00 per share, plus all accrued and unpaid dividends to, but not including, the redemption date. The Series A Preferred Stock has no stated maturity, is not subject to any sinking fund or other mandatory redemption, and is not convertible into or exchangeable for any of the Company’s other securities. Holders of the Series A Preferred Stock have no voting rights except for limited voting rights if dividends payable on the Series A Preferred Stock are in arrears for eighteen or more consecutive or non-consecutive monthly dividend periods. If the Company were to liquidate, dissolve or wind up, the holders of the Series A Preferred Stock will have the right to receive $25.00 per share, plus any accumulated and unpaid dividends to, but not including, the date of payment, before any payment is made to the holders of the common stock. The Series A Preferred Stock is listed on the Nasdaq Global Market under the trading symbol “CCLDP.”

Commencing on February 15, 2024 and prior to February 15, 2025, we may redeem, at our option, the Series B Preferred Stock, in whole or in part, at a cash redemption price of $25.75 per share, plus all accrued and unpaid dividends to, but not including, the redemption date. On or after February 15, 2025 and prior to February 15, 2026, we may redeem, at our option, the Series B Preferred Stock, in whole or in part, at a cash redemption price of $25.50 per share, plus all accrued and unpaid dividends to, but not including, the redemption date. On or after February 15, 2026 and prior to February 15, 2027, we may redeem, at our option, the Series B Preferred Stock, in whole or in part, at a cash redemption price of $25.25 per share, plus all accrued and unpaid dividends to, but not including, the redemption date. On or after February 15, 2027, we may redeem, at our option, the Series B Preferred Stock, in whole or in part, at a cash redemption price of $25.00 per share, plus all accrued and unpaid dividends to, but not including, the redemption date. The Series B Preferred Stock is listed on the Nasdaq Global Market under the trading symbol “CCLDO.”

Dividends on the Series A and Series B Preferred Stock of $2.75 and $2.19, respectively, annually per share are cumulative from the date of issue and are payable each month when, as and if declared by the Company’s Board of Directors. As of December 31, 2022, the Board of Directors has declared monthly dividends on the Series A and Series B Preferred Stock payable through February 2023.

Warrants

The Company has issued 6,603,489 warrants for its common stock, of which 1,128,489 remained outstanding at December 31, 2022. The outstanding warrants consist of 1,000,000 warrants at a $10.00 exercise price which expired in January 2023, 100,000 warrants at a $5.00 exercise price which will expire in July 2023, and 28,489 warrants at a $5.26 exercise price which will expire in September 2023. During the years ended December 31, 2022 and 2021, 125,000 and 858,000 warrants, respectively, were exercised at a $3.92 and $7.50 exercise price for total proceeds of approximately $6,435,000 in 2021. The warrants exercised in 2022 were a cashless exercise.

The Company incurs common and preferred stock offering costs which consist principally of professional fees, primarily legal and accounting, and other costs such as printing and registration costs. In connection with the 2022 and 2021 equity offerings, the Company incurred approximately $2.3 million and $223,000, respectively, of such costs, excluding underwriting commissions and placement agent fees which are recorded in additional paid-in capital in the consolidated balance sheets.