8-K - CCLD - Equibles

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<br> or other jurisdiction of<br><br> <br>incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)

7Clyde Road, Somerset, New Jersey, 08873

(Address of principal executive offices, zip code)

(732)873-5133

(Registrant’s telephone number, including area code)

NotApplicable

(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)	Nameof each exchange on which registered
Common<br> Stock, par value $0.001 per share	MTBC	Nasdaq<br> Global Market
11%<br> Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share	MTBCP	Nasdaq<br> Global Market
8.75%<br> Series B Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share	MTBCO	Nasdaq<br> 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<br> four nominees listed below were elected to the Board of Directors with each director receiving<br> 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<br> Company’s Certificate of Incorporation (“COI”) is to be amended to increase<br> the Company’s authorized shares of common stock from twenty-nine million shares to<br> 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<br> Company’s COI is to be amended to increase the Company’s authorized shares of<br> preferred stock from seven million shares to fifteen million shares, with the amendment receiving<br> votes as follows:
---	---
For	Withheld	Abstain	Broker Non-Votes
---	---	---	---
6,508,776	1,705,914	23,960	2,930,332
4.	The<br> Company’s Amended and Restated Equity Incentive Plan (“Equity Plan”) is<br> to be amended to increase the number of shares of the Company’s common stock issuable<br> under the Equity Plan from 4,851,000 shares to 5,851,000 shares, with the amendment receiving<br> votes as follows:
---	---
For	Withheld	Abstain	Broker Non-Votes
---	---	---	---
7,667,253	552,264	19,133	2,930,322
5.	The<br> Company’s Equity Plan is to be amended to add 200,000 shares of the Company’s<br> 8.75% Series B Cumulative Redeemable Perpetual Preferred Stock issuable under the Equity<br> Plan, with the amendment receiving votes as follows:
---	---
For	Withheld	Abstain	Broker Non-Votes
---	---	---	---
7,652,560	563,564	225,176	2,727,672

| 2 |

| --- |

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

| 3 |

| --- |