CareCloud, Inc.

8-K · form8-k.htm

0001582982

 2026-06-04
 2026-06-04

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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): June 4, 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.

  

 On
June 4, 2026, at the Annual Meeting of Shareholders (the “Annual Meeting”) of CareCloud, Inc., (the “Company”),
held in Somerset, New Jersey, the Company’s shareholders approved the 2026 Equity Incentive Plan (the “Plan”) to authorize
the issuance of up to 1,000,000 shares of the Company’s common stock. The Company’s Board of Directors previously approved
the Plan, subject to shareholder approval.

  

 The
foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan, a copy of
which was attached as Appendix A to the Company’s Proxy Statement (the “Proxy Statement”) on Schedule 14A filed with
the Securities and Exchange Commission on April 7, 2026, and is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated
by reference herein.

  

 Item
5.07 Submission of Matters to a Vote of Security Holders .

  

 As
of April 7, 2026, the record date, there were 42,492,949 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 filed on
April 7, 2026. 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. The
 two nominees listed below were elected to the Board of Directors with each director receiving
 votes as follows:

  

 Election of Directors  
 For  
 Withheld  
 Broker Non-Votes

 Mahmud Haq  
   13,756,792    
   1,615,597    
   0  

 Cameron Munter  
   10,117,487    
   5,254,902    
   0  

  

 2. The
 compensation of the Company’s named executive officers as disclosed in the Company’s
 2026 Proxy Statement was approved on an advisory basis, receiving votes as follows:

  

 For  
 Against  
 Abstain  
 Broker Non-Votes

   14,107,802    
   674,933    
   589,654    
   0  

  

 3. CareCloud’s
 2026 Equity Incentive Plan was approved, receiving votes as follows:

  

 For  
 Against  
 Abstain  
 Broker Non-Votes

   10,823,967    
   4,022,996    
   525,424    
   0  

  

 4. The
 appointment of Tanner LLP as our independent registered public accounting firm for the year
 ending December 31, 2026 was approved, receiving votes as follows:

  

 For  
 Against  
 Abstain  
 Broker Non-Votes

   24,966,489    
   133,725    
   115,592    
   9,843,417  

  

 Item
9.01 Financial Statements and Exhibits.

  

 (d)
Exhibits

  

 3.1
 CareCloud, Inc. 2026 Equity Incentive Plan

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

  

 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:
 June 5, 2026
 By:
 /s/
 Norman Roth

  
  
 Norman
 Roth

  
  
 Interim
 Chief Financial Officer and Corporate Controller

  

 3