Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Shareholders held by CareCloud, Inc. (formerly MTBC, Inc.) on June 1, 2022, in Somerset, New Jersey. The record date for the meeting was April 4, 2022, with 15,063,511 shares of common stock outstanding and eligible to vote.
Key Financial Metrics
This filing is a current report regarding corporate governance and shareholder votes. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data.
Material Changes
Shareholders approved several amendments to the Company's Certificate of Incorporation and Equity Incentive Plan:
- Common Stock Authorization: Increased from 29 million to 35 million shares.
- Preferred Stock Authorization: Increased from 7 million to 15 million shares.
- Equity Plan Common Shares: Increased the number of common shares issuable under the plan from 4,851,000 to 5,851,000 shares.
- Equity Plan Preferred Shares: Added 200,000 shares of 8.75% Series B Cumulative Redeemable Perpetual Preferred Stock to the plan.
Guidance, Outlook, and Risks
The filing does not provide management guidance, outlook, risk factors, or commentary on unusual items. It strictly details the voting results of the Annual Meeting.
Investor Verification Checklist
- Verify the successful election of the four director nominees: A. Hadi Chaudhry, John N. Daly, Mahmud Haq, and Cameron P. Munter.
- Confirm the effective date of the increased authorized share counts for both common and preferred stock.
- Review the updated terms of the Amended and Restated Equity Incentive Plan regarding the new share limits.
- Note the significant number of broker non-votes (approx. 2.9 million) on director elections and equity plan amendments.