Item 1.01 Entry into a Material Definitive Agreement.
On January 31, 2022, CareCloud, Inc. (the "Company") filed with the Securities
and Exchange Commission ("SEC") a Current Report on Form 8-K (the "Original Form
8-K") to disclose under Item 1.01 that the Company entered into an Underwriting
Agreement (the "Underwriting Agreement") with B. Riley Securities, Inc., as
representative of several underwriters named therein (the "Underwriters") and
that pursuant to the Underwriting Agreement, (i) the Company agreed to issue and
sell an aggregate of 1,000,000 shares of its 8.75% Series B Cumulative
Redeemable Perpetual Preferred Stock, par value $0.001 per share (the "Series B
Preferred Stock") in an underwritten public offering, at a price to the public
of $25.00 per share, pursuant to a registration statement on Form S-3
(Registration No. 333-255094) and the accompanying prospectus filed with the
SEC, and (ii) the Company also granted the Underwriters a 30-day option to
purchase up to an additional 150,000 shares of the Series B Preferred Stock.
The Company hereby amends and supplements Item 1.01 of the Original Form 8-K
solely to attach as Exhibit 5.1 hereto a copy of the opinion of Song P.C. dated
January 31, 2022 relating to the validity of the issuance of the shares of
Series B Preferred Stock. No other changes are made to the Original Form 8-K.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
5.1 Opinion of Song P.C.
23.1 Consent of Song P.C. (included in Exhibit 5.1)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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