Form 8-K
8-K — CareCloud, Inc.
Accession: 0001493152-26-030329
Filed: 2026-06-26
Period: 2026-06-25
CIK: 0001582982
SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)
Item: Entry into a Material Definitive Agreement
Item: Financial Statements and Exhibits
Documents
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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 25, 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
1.01 Entry into a Material Definitive Agreement.
On
June 25, 2026, CareCloud, Inc. (the “Company”) entered into a First Amendment to Credit Agreement (the “Amendment”)
with Citizens Bank, N.A., as administrative agent, and the lenders party thereto, which Amendment is effective as of May 6, 2026. The
Amendment amends the Credit Agreement dated April 13, 2026 (the “Credit Agreement”), among the Company, Citizens Bank, N.A.,
as administrative agent, and the lenders party thereto.
Among
other things, the Amendment (i) replaces Schedule 6.16 of the Credit Agreement relating to certain post-closing obligations, including
extending the deadline for delivery of certain securities account pledge documentation to 105 days following the closing date, (ii) modifies
the information and notice requirements applicable to permitted acquisitions, and (iii) revises the liquidity condition applicable to
permitted acquisitions.
Except
as expressly modified by the Amendment, the terms of the Credit Agreement remain unchanged and continue in full force and effect.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text
of the Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
10.1
First Amendment to Credit Agreement.
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document).
2
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:
June 26, 2026
By:
/s/
Norman Roth
Norman
Roth
Interim
Chief Financial Officer and Corporate Controller
3
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 2
Exhibit
10.1
FIRST
AMENDMENT TO CREDIT AGREEMENT
dated
as of
June
25, 2026, effective as of May 6, 2026
among
CARECLOUD,
INC.,
a
Delaware corporation,
as
Borrower,
and
The
Lenders Party Hereto
and
CITIZENS
BANK, N.A.,
as
Administrative Agent, Sole Lead Arranger and Sole Bookrunner
FIRST
AMENDMENT TO CREDIT AGREEMENT
This
FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of June 25, 2026, effective as of May 6,
2026, by and among CARECLOUD, INC., a Delaware corporation (the “Borrower”),
the financial institutions who are signatories to this Amendment (such financial institutions, collectively, the “Lenders”
and each individually a “Lender”), and CITIZENS BANK, N.A. (“Citizens”), as administrative
agent for the Lenders (Citizens, in its capacity as agent for the Lenders, the “Administrative Agent”).
BACKGROUND
WHEREAS,
the Borrower, the Lenders and the Administrative Agent are parties to that certain Credit Agreement dated as of April 13, 2026 (as amended,
restated, supplemented or otherwise modified from time to time to and including the date hereof, the “Credit Agreement”),
pursuant to which, among other things, the Lenders provided the Borrower with certain financial accommodations as described therein (the
“Loan”); and
WHEREAS,
the Borrower has requested, and the Lenders have agreed, to amend and modify the Credit Agreement for the purposes more particularly
set forth herein.
AGREEMENT
NOW,
THEREFORE, in consideration of the Loan or any other loan or advance or grant of credit heretofore or hereafter made to or for the
account of the Borrower by the Administrative Agent or the Lenders, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:
1.
Definitions. All capitalized terms not otherwise defined herein shall have the meanings given to them in the Credit Agreement.
2.
Amendments to Credit Agreement.
(a)
Schedule 6.16 titled “Additional Post-Closing Obligations” attached to the Credit Agreement is hereby deleted in its entirety
and the Schedule 6.16 titled “Additional Post-Closing Obligations” attached hereto and made a part hereof is hereby inserted
into the Credit Agreement in its place and stead.
(b)
Reference is hereby made to Section 1.1 of the Credit Agreement. Said Section 1.1 is hereby modified to add the following new definitions,
in their appropriate alphabetical order:
“Mahmud
Family Trust” means The Mahmud Haq 2020 Irrevocable Trust, a trust established within and governed by the laws of the State
of New Jersey.
“Mehnaz
Family Trust” means The Mehnaz Haq 2020 Irrevocable Trust, a trust established within and governed by the laws of the State
of New Jersey.
“Trusts”
means a collective reference to (i) the Mahmud Family Trust and (ii) the Mehnaz Family Trust.”
1
(c)
Reference is hereby made to Section 1.1 of the Credit Agreement. Said Section 1.1 is hereby modified to delete in their entirety the
following definitions and restate them to read as follows:
“Securities
Account Control Agreement” means that certain Account Control Agreement executed by the Chairman, the Trusts, Account Intermediary
and Administrative Agent, as contemplated on Schedule 6.16.
“Securities
Account Pledge Agreement” means that certain Securities Account Pledge Agreement executed by the Chairman and the Trusts in
favor of the Administrative Agent, as contemplated on Schedule 6.16.”
(d)
Reference is hereby made to subsection (i) of the defined term “Permitted Acquisitions” in the Credit Agreement, said subsection
(i) shall be deleted in its entirety and restated to read as follows:
“(i)
not later than ten (10) Business Days (or such shorter period as may be reasonably practicable, if approved by the Administrative Agent)
prior to the consummation of any such Acquisition that is not funded solely with equity contributions, the Borrower shall have delivered
to the Administrative Agent (i) substantially final form purchase and sale agreement for such Acquisition, if available, (ii) a detailed
description of the proposed Acquisition, (iii) financial statements for the Borrower including, if requested by the Administrative Agent
in its sole discretion, the Acquisition target on a Pro Forma Basis and (iv) any other information to the extent reasonably requested
by the Administrative Agent.”
(e)
Reference is hereby made to subsection (k) of the defined term “Permitted Acquisitions” in the Credit Agreement, said subsection
(k) shall be deleted in its entirety and restated to read as follows:
“(k)
at the time of and immediately before and after such Acquisition, the Borrower shall maintain a minimum Aggregate Liquidity of not less
than $3,000,000.00. As used herein, “Aggregate Liquidity” means the aggregate unpledged and unrestricted cash and cash equivalents
as of any date of determination plus the unused availability under the Revolving Facility.”
3.
Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders
as follows:
(a)
The execution, delivery and performance of this Amendment and the transactions contemplated hereby (i) are within the Borrower’s
corporate powers, (ii) have been duly authorized by all necessary corporate and, if required, member action, (iii) have been duly executed
and delivered by the Borrower, (iv) do not and will not require any consent or approval of, registration or filing with, or any other
action by, any Governmental Authority or any other Person, (v) do not and will not violate any applicable law, rule, regulation or order
of any Governmental Authority or the charter, by-laws, operating agreement or other organizational documents of the Borrower, and (vi)
do not and will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or its
assets, give rise to a right thereunder to require any payment to be made by the Borrower or result in the creation or imposition of
any Lien on any asset of the Borrower.
2
(b)
This Amendment and the Credit Agreement (as amended hereby) (collectively, the “Amended Documents”) to which the Borrower
is a party constitute legal, valid and binding obligations of the Borrower and are enforceable against the Borrower in accordance with
their respective terms.
(c)
Upon the effectiveness of this Amendment, the Borrower hereby reaffirms all covenants, representations and warranties made in the Amended
Documents to which the Borrower is a party and agrees that all such covenants, representations and warranties shall be deemed to have
been remade as of the effective date of this Amendment.
(d)
No Event of Default or Default has occurred and is continuing or would exist after giving effect to this Amendment.
(e)
The Borrower has no defense, counterclaim or offset with respect to the Amended Documents to which the Borrower is a party.
(f)
The Borrower hereby (i) acknowledges and confirms its pledge, assignment and grant to the Administrative Agent, on behalf of and for
the ratable benefit of the Administrative Agent, the Lenders and the other Secured Parties, a first priority security interests in the
Collateral to secure the Obligations, pursuant to the applicable Amended Document(s), (ii) ratifies such pledge, assignment and grant
of a security interest and (iii) confirms that such pledge, assignment and grant continues to secure all the Obligations.
4.
Conditions to Effectiveness. This Amendment shall become effective as of the date first set forth above, provided that
the following conditions precedent have been satisfied (each in form and substance satisfactory to the Administrative Agent):
(a)
Amendment. The Administrative Agent (or its counsel) shall have received from each party hereto a counterpart of this Amendment,
signed on behalf of such party.
(b)
Other Fees and Expenses. The Administrative Agent shall have received reimbursement for all expenses of the Administrative Agent,
including, without limitation, to the extent invoiced, reimbursement or payment of all fees and out-of-pocket expenses (including the
reasonable fees, expenses and disbursement of counsel to the Administrative Agent) incurred by the Administrative Agent in connection
with the preparation, negotiation and execution of this Amendment and any other document required to be furnished herewith, or otherwise
required to be reimbursed or paid by the Borrower hereunder, or as otherwise separately agreed to by the Administrative Agent and the
Borrower.
(c)
Other Documents. The Administrative Agent shall have received such other information, agreements and documents as the Administrative
Agent shall have reasonably requested.
(d)
Effectiveness. The Administrative Agent shall notify the Borrower and the Lenders of the date when this Amendment shall have become
effective, and any such notice shall be conclusive and binding.
5.
Effect on the Credit Agreement.
(a)
Upon the effectiveness of this Amendment, (i) each reference in the Credit Agreement to “this Agreement,” “hereunder,”
“hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement as amended hereby,
and (ii) each reference in any other Loan Document to “the Credit Agreement”, “thereto”, “thereof”,
“therein” or words of like import shall mean and be a reference to the Credit Agreement as amended hereby.
3
(b)
Except as specifically amended herein, the Credit Agreement (as amended hereby), and all other documents, instruments and agreements
executed and/or delivered in connection with the Credit Agreement shall remain in full force and effect, and are hereby ratified and
confirmed.
(c)
The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative
Agent or Lenders, nor constitute a waiver of any provision of the Credit Agreement (as amended hereby), or any other documents, instruments
or agreements executed and/or delivered hereunder or thereunder or in connection herewith or therewith.
6.
Successors and Assigns; Governing Law. This Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns and shall be governed by and construed in accordance with the laws of the State of New York.
7.
Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute
a part of this Amendment for any other purpose.
8.
Counterparts. This Amendment may be executed by the parties hereto in one or more counterparts, each of which shall be
deemed an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of
a signature page of this Amendment by electronic means in accordance with Section 10.6 of the Credit Agreement shall be effective
as delivery of an original executed counterpart of this Amendment.
9.
Entire Agreement. This Amendment constitutes the entire agreement among the parties with respect to the subject matter
hereof and supersedes any prior agreements, written or oral, with respect to such subject matter.
10.
Severability. If any provision of this Amendment shall be prohibited or invalid under applicable law, it shall be ineffective
only to such extent, without invalidating the remainder of this Amendment.
11.
Amendments. Neither this Amendment nor any provisions hereof may be amended, modified or waived, except pursuant to an
agreement in writing complying with the provisions of Section 10.2(b) of the Credit Agreement. Any amendment, modification or
waiver of this Amendment or any provision of this Amendment (if so given in accordance with the forgoing in this Section) shall be effective
only in the specific instance and for the specific purpose for which made or given.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
4
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of
the day and year first above written.
BORROWER:
CARECLOUD,
INC., a Delaware corporation
By:
/s/
Norman Roth
Name:
Norman
Roth
Title:
Authorized
Officer
[SIGNATURES
CONTINUE ON THE FOLLOWING PAGE]
[Signature
Page to First Amendment to Credit Agreement – Borrower]
ADMINISTRATIVE
AGENT AND LENDER:
CITIZENS
BANK, N.A., individually, and as Administrative Agent, the L/C Issuer, the Swingline Lender, and a Lender
By:
/s/
Megan Westhuis
Name:
Megan
Westhuis
Title:
Senior
Vice President
[SIGNATURES
CONTINUE ON THE FOLLOWING PAGE]
[Signature
Page to First Amendment to Credit Agreement – Administrative Agent]
LENDER:
PROVIDENT
BANK, as a Lender
By:
/s/
Thomas Spencer
Name:
Thomas
Spencer
Title:
First
Vice President
[SIGNATURES
CONTINUE ON THE FOLLOWING PAGE]
[Signature
Page to First Amendment to Credit Agreement – Provident]
GUARANTOR
ACKNOWLEDGMENT AND AGREEMENT
The
undersigned hereby consent and agree to and acknowledges the terms of the foregoing Amendment. The undersigned further agree that the
obligations of the undersigned pursuant to the Credit Agreement are hereby ratified and shall remain in full force and effect and be
unaffected hereby. The undersigned hereby waive and release the Administrative Agent and the Lenders and their respective directors,
officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of any kind
or nature, absolute and contingent, of which the undersigned is aware or should be aware, such waiver and release being with full knowledge
and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto.
GUARANTORS:
CARECLOUD
ACQUISITION, CORP.,
a
Delaware corporation
By:
/s/
Norman Roth
Name:
Norman
Roth
Title:
Authorized
Officer
CARECLOUD
HEALTH, INC.,
a
Delaware corporation
By:
/s/
Norman Roth
Name:
Norman
Roth
Title:
Authorized
Officer
CARECLOUD
HOLDINGS, INC.,
a
Delaware corporation
By:
/s/
Norman Roth
Name:
Norman
Roth
Title:
Authorized
Officer
CARECLOUD
PRACTICE MANAGEMENT, CORP., a Delaware corporation
By:
/s/
Norman Roth
Name:
Norman
Roth
Title:
Authorized
Officer
MERIDIAN
MEDICAL MANAGEMENT, INC. (d/b/a Origin Healthcare Solutions),
a
Delaware corporation
By:
/s/
Norman Roth
Name:
Norman
Roth
Title:
Authorized
Officer
[Guarantor
Acknowledgment to First Amendment to Credit Agreement]
MEDSR,
INC., a Delaware corporation
By:
/s/
Norman Roth
Name:
Norman
Roth
Title:
Authorized
Officer
N884AM
HOLDINGS INC., a Delaware corporation
By:
/s/
Norman Roth
Name:
Norman
Roth
Title:
Authorized
Officer
EMPOWER
HEALTHCARE & COMPLIANCE, INC., a Delaware corporation
By:
/s/
Norman Roth
Name:
Norman
Roth
Title:
Authorized
Officer
[Guarantor
Acknowledgment to First Amendment to Credit Agreement]
SCHEDULE
6.16
ADDITIONAL
POST-CLOSING OBLIGATIONS
ITEMS
TO BE DELIVERED
TIME
PERIOD TO DELIVER TIEM
The
Chairman and the Trusts shall execute and deliver to the Administrative Agent the Securities Account Pledge Agreement in substantially
similar form as the Agreement attached as Exhibit 6.16 herein, together with the Securities Account Control Agreement in form
and substance reasonably satisfactory to the Administrative Agent with respect to the Account Intermediary holding such shares being
pledged.
Within
one hundred five (105) days from the Closing Date.
A
control agreement, in form and substance reasonably satisfactory to the Administrative Agent, from any bank holding depository accounts
of the Borrower otherwise permitted by Section 6.15 herein.
Within
thirty (30) days from the date the Administrative Agent requests.
Original
Stock Certificates delivered to the Administrative Agent for each of (i) Medical Transcription Billing Company (Private) Limited;
and (ii) MTBC Bagh (Private) Limited.
Within
sixty (60) days of the Closing Date.
Schedule
6.16: Additional Post-Closing Obligations
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v3.26.1
Cover
Jun. 25, 2026
Cover [Abstract]
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false
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Entity File Number
001-36529
Entity Registrant Name
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Inc.
Entity Central Index Key
0001582982
Entity Tax Identification Number
22-3832302
Entity Incorporation, State or Country Code
DE
Entity Address, Address Line One
7
Clyde Road
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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