CareCloud, Inc. (Nasdaq: MTBC) (Nasdaq: MTBCP), a leader in
healthcare technology solutions for medical practices and health
systems nationwide, announced today that it has priced an
underwritten public offering of 1,000,000 shares of non-convertible
8.75% Cumulative Redeemable Perpetual Preferred Stock ("Series B
Preferred Stock") at a price of $25.00 per share for gross proceeds
of $25,000,000, and the Series B Preferred Stock will trade on the
Nasdaq Global Market with the ticker symbol “MTBCO.” In connection
with the offering, CareCloud has granted the underwriters a 30-day
option to purchase up to an additional 150,000 shares of Series B
Preferred Stock. The offering is expected to close on February 2,
2022, subject to customary closing conditions.
B. Riley Securities, Inc., Ladenburg Thalmann
& Co. Inc., and EF Hutton, division of Benchmark Investments,
LLC, are acting as book-running managers for the offering. Aegis
Capital Corp., The Benchmark Company, LLC, Boenning &
Scattergood, Inc., Chapin Davis Investments, Colliers Securities
LLC and Maxim Group LLC are acting as co-managers for the
offering.
After deducting underwriting fees and other
offering expenses payable by CareCloud, the net proceeds to
CareCloud are anticipated to be approximately $23.1 million prior
to the exercise of the underwriters’ option to purchase additional
shares.
CareCloud intends to use the net proceeds from
the offering for redemption of a portion of its 11% Series A
Cumulative Redeemable Perpetual Preferred Stock, with up to $7.5
million of net proceeds reserved for working capital, general
corporate purposes and growth initiatives, including potential
future acquisitions.
Purchasers of shares of Series B Preferred Stock
are entitled to receive cumulative cash dividends at the rate of
8.75% per annum of the $25.00 per share liquidation preference
(equivalent to $2.1875 per annum per share). Dividends on the
Series B Preferred Stock are cumulative and payable monthly on the
15th day of each month; provided that if any dividend payment date
is not a business day, then the dividend may be paid on the next
succeeding business day. The first dividend will be paid on March
15, 2022, and will cover the period from the date of issuance
through, but not including, the first record date, February 28,
2022. Dividends are payable to holders of record on the applicable
record date, which shall be the last day of the calendar month,
whether or not a business day.
The proposed public offering is being made
pursuant to an effective shelf registration statement on Form S-3
previously filed with the Securities and Exchange Commission (the
“SEC”). The proposed public offering will be made only by means of
a prospectus supplement and the accompanying base prospectus.
Copies of the preliminary prospectus supplement and the
accompanying base prospectus may be obtained for free by visiting
EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of
the preliminary prospectus may be obtained from the offices of B.
Riley Securities, at 1300 North 17th Street, Suite 1300, Arlington,
VA 22209 or by calling (703) 312‐9580 or by emailing
prospectuses@brileyfin.com.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy the securities being
offered, nor shall there be any sale of the securities being
offered in any state or other jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or other
jurisdiction.
About CareCloud
CareCloud (Nasdaq: MTBC) (Nasdaq: MTBCP) brings
disciplined innovation to the business of healthcare. Our suite of
technology-enabled solutions helps clients increase financial and
operational performance, streamline clinical workflows and improve
the patient experience. More than 40,000 providers count on
CareCloud to help them improve patient care while reducing
administrative burdens and operating costs. Learn more about our
products and services including revenue cycle management (RCM),
practice management (PM), electronic health records (EHR), business
intelligence, telehealth and patient experience management (PXM) at
www.carecloud.com.
SOURCE CareCloud
Forward Looking StatementsThis
press release contains various forward-looking statements within
the meaning of the federal securities laws. These statements relate
to anticipated future events, future results of operations or
future financial performance. Forward-looking statements in this
press release include, without limitation, statements relating to
the proposed public offering of Series B Preferred Stock, use of
proceeds, dividend payments and expected closing date. In some
cases, you can identify forward-looking statements by terminology
such as “may,” “might,” “will,” “should,” “intends,” “expects,”
“plans,” “goals,” “projects,” “anticipates,” “believes,”
“estimates,” “predicts,” “potential,” or “continue” or the negative
of these terms or other comparable terminology.
These forward-looking statements are neither
historical facts nor assurances of future performance. Instead,
they are only predictions, are uncertain and involve substantial
known and unknown risks, uncertainties and other factors which are
outside of our control and may cause our (or our industry’s) actual
results, levels of activity or performance to be materially
different from any future results, levels of activity or
performance expressed or implied by these forward-looking
statements. New risks and uncertainties emerge from time to time,
and it is not possible for us to predict all of the risks and
uncertainties that could have an impact on the forward-looking
statements, including without limitation, risks and uncertainties
relating to the Company’s ability to manage growth, migrate newly
acquired customers and retain new and existing customers, maintain
cost-effective global operations, increase operational efficiency
and reduce operating costs, predict and properly adjust to changes
in reimbursement and other industry regulations and trends, retain
the services of key personnel, develop new technologies, upgrade
and adapt legacy and acquired technologies to work with evolving
industry standards, compete with other companies’ products and
services competitive with ours, and other important risks and
uncertainties referenced and discussed under the heading titled
“Risk Factors” in the Company’s filings with the Securities and
Exchange Commission. In addition, there is uncertainty about the
spread of the Covid-19 virus and the impact it may have on the
Company’s operations, the demand for the Company’s services, and
economic activity in general.
The statements in this press release are made as
of the date of this press release, even if subsequently made
available by the Company on its website or otherwise. The Company
does not assume any obligations to update the forward-looking
statements provided to reflect events that occur or circumstances
that exist after the date on which they were made.
Company Contact:Bill KornChief Financial
OfficerCareCloudbkorn@carecloud.com
Investor Contact:Matt Kreps, Managing
DirectorDarrow Associates Investor
Relationsmkreps@darrowir.com(214) 597-8200
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