CareCloud, Inc.

DEF 14A 1 formdef14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

7 Clyde Road

Somerset, NJ 08873

Notice Of Special Meeting Of Series A Preferred Shareholders To Be Held August 23, 2024

July 10, 2024

To our Series A Preferred Shareholders:

We will hold a Special Meeting of Series A Preferred Shareholders (the “Special Meeting”) of CareCloud, Inc., a Delaware corporation, on Friday, August 23, 2024, at 11:00 a.m., Eastern Time at our principal executive offices at 7 Clyde Road, Somerset, NJ 08873. At the Special Meeting, Series A Preferred Shareholders will be asked to:

As a holder of Series A Preferred Stock, you will be entitled to vote on proposals 1 and 2 above.

A proxy statement describing the matters to be considered at the Special Meeting to which you will be entitled to vote is attached to this notice. The proxy materials will be first sent or given to shareholders on or about July 10, 2024. Our Board of Directors has established the close of business on July 5, 2024, as the record date for determining the Series A Preferred Shareholders entitled to notice of and to vote at the Special Meeting, and any adjournment or postponement thereof. A list of Series A Preferred Shareholders of record will be available for inspection at our Special Meeting, and during normal business hours at least ten days prior thereto, at our corporate office located at 7 Clyde Road, Somerset, NJ 08873.

Beneficial owners, owners of Series A Preferred Stock whose shares are held of record by a broker, will receive instructions from your broker or other nominee describing how to vote your shares.

Your vote is important. Whether you plan to attend the Special Meeting in person or not, we hope you will vote your shares as soon as possible. Please mark, sign, date, and return the accompanying card in the provided postage-paid envelope or instruct us via the Internet as to how you would like your shares voted. Instructions are on the proxy card. This will ensure representation of your shares if you are unable to attend.

Sincerely,

/s/ Norman S. Roth

Norman S. Roth

Interim Chief Financial Officer and Assistant Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

SERIES A PREFERRED SHAREHOLDER MEETING TO BE HELD ON AUGUST 23, 2024.

The Notice of the Special Meeting of Series A Preferred Shareholders and our Proxy Statement for the Special Meeting, the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 and explanatory materials are available at

http://www.viewproxy.com/carecloud/2024sm.

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NOTICE OF SPECIAL MEETING OF SERIES A PREFERRED SHAREHOLDERS

TO BE HELD ON AUGUST 23, 2024

TIME

11:00 a.m., Eastern Time, on

Friday, August 23, 2024

PURPOSE

This proxy statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of CareCloud, Inc., a Delaware corporation (the “Company”), of proxies from the holders of record of our 11% Series A Cumulative Redeemable Perpetual Preferred Stock, $.001 par value per share (the “Series A Preferred Stock”), at the close of business on July 5, 2024, for use in voting at the Special Meeting of Series A Preferred Shareholders (the “Special Meeting”) to be held on Friday, August 23, 2024 at 11:00 a.m., Eastern Time.

Properly executed proxies will be voted as directed. If no direction is indicated therein, proxies received in response to this solicitation will be voted FOR:

(1) approve an amendment to the Company’s Certificate of Designations, Preferences and Rights of 11% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Preferred Stock Certificate”), in the form set forth in Appendix A (the “Amendment”), which will be effective when and if the Board files the Amendment with the Secretary of State of the State of Delaware (the “Preferred Stock Proposal”); and

(2) approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Preferred Stock Proposal (the “Adjournment Proposal”).

DOCUMENTS

This Notice is only an overview of the proxy statement and proxy card included in this mailing which is also available athttp://www.viewproxy.com/carecloud/2024sm. The Notice of Internet Availability will be mailed to shareholders on or about July 10, 2024.

PLACE

The Company’s principal executive offices are located at 7 Clyde Road, Somerset, NJ 08873.

RECORD DATE

Owners of shares of the Company’s Series A Preferred Stock, as of the close of business on July 5, 2024, will receive notice of and be entitled to vote at the Special Meeting and any adjournments.

VOTING

Even if you plan to attend the Special Meeting, please mark, sign, date, and return the enclosed proxy card in the enclosed postage-paid envelope. You may revoke your proxy by filing with the Assistant Corporate Secretary of the Company a written revocation or by submitting a duly executed proxy bearing a later date. If you are present at the Special Meeting, you may revoke your proxy and vote in person on each matter brought before the Special Meeting. You may also vote over the Internet using the Internet address on the proxy card. To be considered, all votes must be received by midnight on August 21, 2024.

Norman S. Roth

Interim Chief Financial Officer and Assistant Corporate Secretary

Dated: July 10, 2024

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