UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark one)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36529

CareCloud, Inc.

(Exact name of registrant as specified in its charter)

Delaware

22-3832302

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

7 Clyde Road

Somerset, New Jersey

08873

(Address of principal executive offices)

(Zip Code)

(732) 873-5133

(Registrant’s telephone number, including area code)

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

8.75% Series B Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share

CCLDO

Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☒
Non-accelerated filer ☐		Smaller reporting company ☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At April 30, 2026, the registrant had 42,492,949 shares of common stock, par value $0.001 per share, outstanding.

INDEX

		Page
Forward-Looking Statements		2

PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets at March 31, 2026 and December 31, 2025	4
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025	5
	Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025	6
	Condensed Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2026 and 2025	7
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	42
Item 4.	Controls and Procedures	42

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	44
Item 6.	Exhibits	44
Signatures		45

Forward-Looking Statements

Certain statements that we make from time to time, including statements contained in this Quarterly Report on Form 10-Q, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q are forward-looking statements. These statements relate to anticipated future events, future results of operations or future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “shall,” “should,” “could,” “intends,” “expects,” “plans,” “goals,” “projects,” “anticipates,” “believes,” “seeks,” “estimates,” “forecasts,” “predicts,” “possible,” “potential,” “target,” or “continue” or the negative of these terms or other comparable terminology. Our operations involve risks and uncertainties, many of which are outside of our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. Forward-looking statements in this Quarterly Report on Form 10-Q include, without limitation, statements reflecting management’s expectations for future financial performance and operating expenditures (including our ability to continue as a going concern, to raise additional capital and to succeed in our future operations), expected growth, profitability and business outlook, increased sales and marketing expenses, and the expected results from the integration of our acquisitions.

Forward-looking statements are only predictions, are uncertain and involve substantial known and unknown risks, uncertainties, and other factors that 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. These factors include, among other things, the unknown risks and uncertainties that we believe could cause actual results to differ from these forward-looking statements as set forth under the heading “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 12, 2026. 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:

●

our ability to maintain operations in Pakistan, Azad Jammu and Kashmir, and Sri Lanka in a manner that continues to enable us to offer competitively priced products and services;

●

our ability to consistently achieve and maintain compliance with a myriad of federal, state, foreign, local, payor and industry requirements, regulations, rules, laws and contracts;

●

our ability to respond to the recent cybersecurity attack and effectively integrate, manage and keep our information systems secure and operational in the event of another cyber-attack;

●

our ability to manage our growth, including acquiring, partnering with, and effectively integrating the recent acquisition of MAP App, Medsphere Systems Corporation, RevNu Medical Management and other acquired businesses into our infrastructure and avoiding legal exposure and liabilities associated with our acquisitions;

●

our ability to retain our clients and revenue levels, including effectively migrating new clients and maintaining or growing the revenue levels of our new and existing clients;

●

our ability to keep pace with a rapidly changing healthcare industry, including the use of artificial intelligence (“AI”);

●

our ability to maintain and protect the privacy of confidential and protected Company, client and patient information;

●

our ability to develop new technologies, upgrade and adapt legacy and acquired technologies to work with evolving industry standards and third-party software platforms and technologies, and protect and enforce all of these and other intellectual property rights;

●

our ability to attract and retain key officers and employees, and the continued involvement of Mahmud Haq as Executive Chairman, Stephen Snyder as Chief Executive Officer and A. Hadi Chaudhry as Chief Strategy Officer, all of which are critical to our ongoing operations and growing our business;

●

our ability to realize the expected cost savings and benefits from our restructuring activities and structural cost reductions;

●

our ability to comply with the covenants and the required principal and interest payments contained in our credit agreement with our senior secured lenders, Citizens Bank, N.A. and Provident Bank, and other future debt facilities;

●

our ability to continue to pay our monthly dividends which were suspended in December 2023 and resumed in February 2025 to the holders of our Series A Preferred Stock and Series B Preferred Stock (together the “Preferred Stock”);

●

our ability to incorporate AI into our products faster and more successfully than our competitors, protecting the privacy of medical records and cybersecurity threats;

●

our ability to compete with other companies developing products and selling services competitive with ours, and who may have greater resources and name recognition than we have;

●

our ability to respond to the uncertainty resulting from pandemics, epidemics or other public health emergencies and the impact they may have on our operations, the demand for our services, our projected results of operations, financial performance or other financial metrics or any of the foregoing risks and economic activity in general;

●

our ability to keep and increase market acceptance of our products and services;

●

changes in domestic and foreign business, market, financial, political and legal conditions; and

●

other factors disclosed in this Quarterly Report on Form 10-Q or our other filings with the Securities and Exchange Commission (the “SEC”).

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations, beliefs and views as of the date of this Quarterly Report on Form 10-Q concerning future developments and their potential effects on our business. Although we believe that the expectations reflected in the forward-looking statements contained in this Quarterly Report on Form 10-Q are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We anticipate that subsequent events and developments may cause our assessments to change. Except as required by law, we are under no duty to update or revise any of such forward-looking statements, whether as a result of new information, future events, or otherwise, after the date of this Quarterly Report on Form 10-Q.

You should read this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we currently expect. The forward-looking statements contained herein should not be relied upon as representing our assessments as of any date subsequent to the date of this Quarterly Report on Form 10-Q.

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

CARECLOUD, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2026 AND DECEMBER 31, 2025

($ in thousands, except share and per share amounts)

	March 31,			December 31,
	2026			2025
	(Unaudited)
ASSETS
Current assets:
Cash	$	3,354		$	3,117
Restricted cash		500			500
Accounts receivable - net		15,236			15,062
Contract asset		3,502			3,664
Inventory		432			507
Current assets - related party		16			16
Prepaid expenses and other current assets		3,048			2,872
Total current assets		26,088			25,738
Property and equipment - net		7,461			7,775
Operating lease right-of-use assets		4,662			3,106
Intangible assets - net		16,500			18,968
Goodwill		31,435			31,442
Other assets		573			569
TOTAL ASSETS	$	86,719		$	87,598
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	5,508		$	6,937
Accrued compensation		3,476			4,136
Accrued expenses		5,951			5,970
Operating lease liability (current portion)		1,358			927
Deferred revenue (current portion)		4,748			4,148
Notes payable (current portion)		742			728
Contingent consideration (current portion)		734			909
Dividend payable		944			668
Total current liabilities		23,461			24,423
Notes payable		250			441
Contingent consideration		400			232
Operating lease liability		3,390			2,187
Deferred revenue		891			809
Total liabilities		28,392			28,092
COMMITMENTS AND CONTINGENCIES (NOTE 9)		-
SHAREHOLDERS’ EQUITY:
Preferred stock, $0.001 par value - authorized 7,000,000 shares. Series A, issued and outstanding 984,530 shares at March 31, 2026 and December 31, 2025. Series B, issued and outstanding 1,511,372 shares at March 31, 2026 and December 31, 2025.		2			2
Common stock, $0.001 par value - authorized 85,000,000 shares. Issued 43,233,748 and 43,178,748 shares at March 31, 2026 and December 31, 2025, respectively. Outstanding 42,492,949 and 42,437,949 shares at March 31, 2026 and December 31, 2025, respectively.		43			43
Additional paid-in capital		117,807			119,936
Accumulated deficit		(54,910	)		(55,832	)
Accumulated other comprehensive loss		(3,953	)		(3,981	)
Less: 740,799 common shares held in treasury, at cost at March 31, 2026 and December 31, 2025		(662	)		(662	)
Total shareholders’ equity		58,327			59,506
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	86,719		$	87,598

See notes to condensed consolidated financial statements.

CARECLOUD, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

($ in thousands, except share and per share amounts)

	2026			2025
	Three Months Ended
	March 31,
	2026			2025
NET REVENUE	$	31,270		$	27,632
OPERATING EXPENSES:
Direct operating costs		16,850			15,464
Selling and marketing		1,414			1,131
General and administrative		5,496			4,332
Research and development		2,416			1,235
Change in contingent consideration		57			-
Depreciation and amortization		4,037			3,337
Restructuring costs		-			114
Total operating expenses		30,270			25,613
OPERATING INCOME		1,000			2,019
OTHER:
Interest income		10			42
Interest expense		(58	)		(58	)
Other income (expense) - net		22			(14	)
INCOME BEFORE PROVISION FOR INCOME TAXES		974			1,989
Income tax provision		52			41
NET INCOME	$	922		$	1,948

Preferred stock dividend		1,365			2,811
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(443	)	$	(863	)

Net loss per common share: basic and diluted	$	(0.01	)	$	(0.04	)
Weighted-average common shares used to compute basic and diluted loss per share		42,471,949			23,813,943

See notes to condensed consolidated financial statements.

CARECLOUD, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

($ in thousands)

	2026		2025
	Three Months Ended
	March 31,
	2026		2025
NET INCOME	$	922	$	1,948
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment (a)		28		(58	)
COMPREHENSIVE INCOME	$	950	$	1,890

(a)

No tax effect has been recorded as the Company recorded a valuation allowance against the tax benefit from its foreign currency translation adjustments.

See notes to condensed consolidated financial statements.

CARECLOUD, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

($ in thousands, except for number of shares)

	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Loss			Stock			Equity
	Preferred Stock Series A				Preferred Stock Series B				Common Stock				Additional Paid-in		Accumulated			Accumulated Other Comprehensive			Treasury (Common)			Total Shareholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Loss			Stock			Equity
Balance - January 1, 2026		984,530	$	1		1,511,372	$	1		43,178,748	$	43	$	119,936	$	(55,832	)	$	(3,981	)	$	(662	)	$	59,506
Net income		-		-		-		-		-		-		-		922

SEC Form 10-Q filed by CareCloud Inc.