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CareCloud (CCLD) fully redeems $41.6M Series B preferred and delists shares

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CareCloud, Inc. has fully redeemed and delisted its 8.75% Series B Cumulative Redeemable Perpetual Preferred Stock. On May 15, 2026, the company paid a Redemption Price of $27.52 per share, for an aggregate of approximately $41.6 million, including all accumulated and unpaid dividends.

The Series B Preferred Stock was delisted from the Nasdaq Global Market as of the close of business on May 14, 2026 following the company’s request for a Form 25 to remove it from listing and registration. All preferred holders have been paid in full, no Series B shares remain outstanding, and holders’ ongoing rights are limited to receiving the Redemption Price. The company’s common stock continues to trade on Nasdaq under the ticker “CCLD.”

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Insights

CareCloud retires all Series B preferred shares for about $41.6M.

CareCloud has eliminated its 8.75% Series B preferred layer by redeeming all outstanding shares at $27.52 per share, totaling roughly $41.6M. This removes future dividend and preference obligations tied to that security class.

The preferred stock was also delisted from Nasdaq after a requested Form 25 filing, while common stock remains listed as CCLD. Actual balance sheet and cash-flow effects depend on how the redemption was funded, which is not detailed in this excerpt. Subsequent company filings may clarify broader financial impacts.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Redemption price per share $27.52 per share Series B Preferred Stock Redemption Price on May 15, 2026
Base redemption value $25.25 per share Component of Redemption Price, excluding accumulated dividends
Aggregate redemption amount $41.6 million Total Redemption Price paid to redeem all Series B Preferred Stock
Dividend rate 8.75% Coupon on Series B Cumulative Redeemable Perpetual Preferred Stock
Delisting date May 14, 2026 Series B Preferred Stock delisted from Nasdaq at close of business
Redemption date May 15, 2026 Date CareCloud completed full redemption of Series B Preferred Stock
8.75% Series B Cumulative Redeemable Perpetual Preferred Stock financial
"all shares of its 8.75% Series B Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share"
Form 25 Notification of Removal From Listing and/or Registration regulatory
"file with the Securities and Exchange Commission a Form 25 Notification of Removal From Listing and/or Registration"
Certificate of Designation regulatory
"in accordance with the terms of the Certificate of Designation governing the Series B Preferred Stock"
A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.
Redemption Price financial
"The Redemption Price paid to each holder of record of the Series B Preferred Stock was $27.52 per share"
The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.
safe harbor provisions regulatory
"forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933"
Safe harbor provisions are rules or legal protections that shield companies or individuals from certain penalties or liabilities when they follow specific guidelines or procedures. They provide a sense of security, encouraging compliance and innovation by reducing the fear of legal repercussions if they act in good faith. For investors, these provisions help ensure that companies are transparent and accountable without the risk of unfair punishment for honest mistakes.
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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): May 15, 2026

 

 

CareCloud, 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   CCLD   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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

In connection with the completion of the full redemption (the “Redemption”) discussed below and as further set forth on the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 14, 2026, CareCloud, Inc. (“the Company”) notified the Nasdaq Global Market (the “Exchange”) on April 13, 2026 that all shares of its 8.75% Series B Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”) will be redeemed. The Company requested that the Exchange (i) delist the Series B Preferred Stock from the Exchange and (ii) file with the Securities and Exchange Commission a Form 25 Notification of Removal From Listing and/or Registration to delist and deregister the Series B Preferred Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. As a result, the Series B Preferred Stock was delisted from the Exchange as of the close of business on May 14, 2026.

 

The delisting of the Series B Preferred Stock does not affect the listing or trading of the Company’s common stock, which continues to trade on the Exchange under the ticker symbol “CCLD.”

 

Item 8.01 Other Events.

 

The information set forth in Item 3.01 above of this Current Report on Form 8-K is incorporated by reference herein.

 

On May 15, 2026 (the “Redemption Date”), the Company completed the full Redemption of all issued and outstanding shares of its Series B Preferred Stock, in accordance with the terms of the Certificate of Designation governing the Series B Preferred Stock, as previously filed with the Delaware Secretary of State.

 

The Redemption Price paid to each holder of record of the Series B Preferred Stock was $27.52 per share (the “Redemption Price”), representing $25.25 per share plus all accumulated and unpaid dividends through but not including the Redemption Date. The aggregate Redemption Price paid by the Company was approximately $41.6 million.

 

As of the date of this Current Report on Form 8-K, all issued and outstanding shares of the Series B Preferred Stock have been redeemed, all holders of the Series B Preferred Stock have been paid in full at the Redemption Price, and no shares of the Series B Preferred Stock remain outstanding. Following the Redemption, the holders of the Series B Preferred Stock no longer have any rights with respect thereto, other than the right to receive the Redemption Price in exchange for their shares.

 

Safe Harbor Statement

 

Statements contained in the exhibit that state the Company’s or its management’s expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. It is important to note that the Company’s actual results could differ materially from those projected in such forward-looking statements. The Company does not assume any obligations to update any of the forward-looking statements contained in the exhibit to reflect events that occur or circumstances that exist after the date on which they were made.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURE(S)

 

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: May 15, 2026 By: /s/ Norman Roth
    Norman Roth
    Interim Chief Financial Officer and Corporate Controller

 

3

 

FAQ

What corporate action did CareCloud (CCLD) take regarding its Series B Preferred Stock?

CareCloud fully redeemed all outstanding 8.75% Series B Cumulative Redeemable Perpetual Preferred Stock on May 15, 2026. The company paid holders a cash Redemption Price per share, then delisted and deregistered the preferred shares, leaving no Series B Preferred Stock outstanding.

What Redemption Price did CareCloud (CCLD) pay for the Series B Preferred Stock?

CareCloud paid a Redemption Price of $27.52 per share for the Series B Preferred Stock. This amount consisted of $25.25 per share plus all accumulated and unpaid dividends through, but not including, the May 15, 2026 redemption date, fully satisfying preferred holders.

How much did CareCloud (CCLD) spend in total to redeem its Series B Preferred Stock?

CareCloud paid an aggregate Redemption Price of approximately $41.6 million to retire all issued and outstanding Series B Preferred Stock. This payment covered the stated per-share redemption value plus all accrued and unpaid dividends owed through the redemption date to holders of record.

Does the Series B Preferred Stock delisting affect CareCloud (CCLD) common stock trading?

The delisting applies only to CareCloud’s 8.75% Series B Preferred Stock and does not affect its common stock. CareCloud’s common shares continue to be listed and trade on the Nasdaq Global Market under the ticker symbol CCLD following completion of the preferred redemption.

When was CareCloud’s Series B Preferred Stock delisted from Nasdaq?

CareCloud’s Series B Preferred Stock was delisted from the Nasdaq Global Market as of the close of business on May 14, 2026. The company had requested that Nasdaq file a Form 25 to remove the preferred shares from listing and registration under Section 12(b).

What rights do former CareCloud Series B Preferred holders have after redemption?

After the full redemption, former holders of CareCloud’s Series B Preferred Stock no longer have rights as preferred shareholders. Their remaining right is to receive the Redemption Price in exchange for their redeemed shares, as specified for the May 15, 2026 redemption event.

Filing Exhibits & Attachments

3 documents