CCLD on Nasdaq

CareCloud

Logo: CareCloud, Public domain, via Wikimedia Commons4

American healthcare company

CareCloud, Inc. (formerly MTBC) is a publicly traded American healthcare information technology company that provides services, to healthcare providers and hospitals. The Company maintains its headquarters in Somerset, New Jersey, and employs approximately 4,000 workers worldwide. CareCloud’s common stock trades on the Nasdaq Global Market under the ticker symbol “CCLD,” and its Series A (11%), and Series B (8.75%) Preferred Stocks trade on the Nasdaq Global Market under the ticker symbols “MTBCP” and “MTBCO.”3 Wikipedia text CC BY-SA 4.0

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Last updated Oct 21, 2026.

Overview

1999Founded1

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  • TickerCCLD on Nasdaq1
  • Industryhealth information technology1
  • HeadquartersNew Jersey1
  • Websitewww.carecloud.com
  • Incorporated inDE5
  • Business address7 Clyde Road, Somerset, Somerset, Nj 088735
  • Filer categoryAccelerated filer, Smaller reporting company5

CareCloud, Inc. (formerly MTBC) is a publicly traded American healthcare information technology company that provides services, to healthcare providers and hospitals. The Company maintains its headquarters in Somerset, New Jersey, and employs approximately 4,000 workers worldwide.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

9.4%Operating margin8
9.0%Net margin8
8.7%Revenue growth, 20258
18.1%Return on equity8
$23.8MFree cash flow8

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Chronic Care Management brought in 78% of the revenue CareCloud broke down this way in fiscal 2025.

  1. Chronic Care Management$2.8M878%down 7% from 2024
  2. Remote Patient Monitoring$794.0K822%up 2% from 2024
Products and services by year
Products and services20242025
Chronic Care Management$3.0M$2.8M
Remote Patient Monitoring$779.0K$794.0K

Business segments

Healthcare I T brought in 88% of the revenue CareCloud broke down this way in fiscal 2025.

  1. Healthcare I T$106.6M888%up 11% from 2024
  2. Medical Practice Management$13.9M812%down 3% from 2024
Business segments by year
Business segments20242025
Healthcare I T$96.4M$106.6M
Medical Practice Management$14.4M$13.9M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Research and development5¢$6.4M
  • Other costs86¢$103.1M
  • Income tax0¢$199.0K
  • Profit9¢$10.8M

Out of $120.5M in revenue.8

Where each dollar of operating cash went, fiscal 2025

  • Capital spending17¢$4.8M
  • Kept or used elsewhere83¢$23.8M

Out of $28.6M of cash from operations.8

Financial statements

Revenue9101112138$120.5M in 2025+87% since 2019
0$50.0M$100.0M$150.0M2019: $64.4M$64.4M20192020: $105.1M$105.1M2020+63%2021: $139.6M$139.6M2021+33%2022: $138.8M$138.8M2022−1%2023: $117.1M$117.1M2023−16%2024: $110.8M$110.8M2024−5%2025: $120.5M$120.5M2025+9%
Operating income9101112138$11.3M in 2025+16830% since 2019
-$60.0M-$40.0M-$20.0M0$20.0M2019: $67.0K$67.0K20192020: -$8.3M-$8.3M20202021: $3.5M$3.5M20212022: $6.6M$6.6M2022+87%2023: -$47.1M-$47.1M20232024: $9.1M$9.1M20242025: $11.3M$11.3M2025+24%
Net income9101112138$10.8M in 2025
-$60.0M-$40.0M-$20.0M0$20.0M2019: -$872.0K-$872.0K20192020: -$8.8M-$8.8M2020+911%2021: $2.8M$2.8M20212022: $5.4M$5.4M2022+92%2023: -$48.7M-$48.7M20232024: $7.9M$7.9M20242025: $10.8M$10.8M2025+38%

Every line of the income statement as filed: the last 2 fiscal years, latest first.8

Period ending2025-12-312024-12-31
NET REVENUE$120.5M$110.8M
Direct operating costs$64.5M$60.8M
Selling and marketing$4.8M$6.2M
General and administrative$18.4M$16.1M
Research and development$6.4M$3.8M
Depreciation and amortization$15.0M$14.1M
Lease termination and restructuring costs$154.0K$596.0K
Total operating expenses$109.2M$101.7M
Operating income (loss)$11.3M$9.1M
Interest income$206.0K$88.0K
Interest expense-$287.0K-$900.0K
Other expense - net-$265.0K-$298.0K
INCOME BEFORE PROVISION FOR INCOME TAXES$11.0M$8.0M
Income tax provision$199.0K$160.0K
NET INCOME$10.8M$7.9M
Preferred stock dividend$6.9M$12.3M
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS$3.9M-$4.5M
Net income (loss) per share: basic$0.10-$0.28
Net income (loss) per share: diluted$0.10-$0.28
Weighted-average common shares used to compute basic income (loss) per share37.8M shares16.1M shares
Weighted-average common shares used to compute diluted income (loss) per share38.0M shares16.1M shares

Compare CareCloud with another company

Corporate structure

CareCloud sits at the top of its group. 12 entities, 4 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of CareCloud

  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on CareCloud, latest Oct 30, 2025 (2 filings since Jul 29, 2025)
  • CareCloud New Jersey
    • CareCloud Acquisition, Corp. Subsidiary · Delaware, United States
    • CareCloud Health, Inc. Subsidiary · Delaware, United States
    • CareCloud Holdings, Inc Subsidiary · Delaware, United States
    • CareCloud ME Health Consultancy LLC Subsidiary · United Arab Emirates
    • CareCloud Practice Management, Corp. Subsidiary · Delaware, United States
    • medSR, Inc. Subsidiary · Delaware, United States
    • Meridian Medical Management, Inc. Subsidiary · Delaware, United States
    • MTBC Bagh Private Limited Subsidiary · Pakistan
    • MTBC Private Limited Subsidiary · Pakistan
    • N884AM Holdings, Inc. Subsidiary · Delaware, United States
    • RCM – MediGain Colombo, Pvt. Ltd. Subsidiary · Sri Lanka

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What CareCloud reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$21.0M8 Dec 31, 2025$16.0M8 Dec 31, 2024+31.0%
Accumulated depreciation$13.2M8 Dec 31, 2025$10.7M8 Dec 31, 2024+23.1%
Property and equipment, net$7.8M8 Dec 31, 2025$5.3M8 Dec 31, 2024+47.0%
Operating-lease assets (leased space)$3.1M8 Dec 31, 2025$3.1M8 Dec 31, 2024−0.9%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$31.4M8 Dec 31, 2025$19.2M8 Dec 31, 2024+63.9%
Intangible assets, net (excluding goodwill)$19.0M8 Dec 31, 2025$18.7M8 Dec 31, 2024+1.4%
Finite-lived intangibles, gross$105.1M8 Dec 31, 2025$92.4M8 Dec 31, 2024+13.8%
Accumulated amortization$86.1M8 Dec 31, 2025$73.7M8 Dec 31, 2024+16.9%

Inventory

ItemLatestA year beforeChange
Inventory, total$507.0K8 Dec 31, 2025$574.0K8 Dec 31, 2024−11.7%

Properties, in its own words

Our corporate headquarters are located at 7 Clyde Road, Somerset, New Jersey 08873 where we occupy approximately 2,400 square feet of space under a month-to-month lease. Additionally, at December 31, 2025 we lease approximately 34,000 square feet of office space in 11 locations throughout the U.S., with lease terms that are typically five years or less. We also lease approximately 40,000 square feet for five pediatric offices in the Midwest, with leases that will expire between February 2026 and April 2036.

We lease approximately 14,000 square feet of land in Islamabad, Pakistan, where we constructed modular buildings used for office space and computer server facilities for two years expiring on September 30, 2026. The Company also leases a total of approximately 254,000 square feet of office space in Pakistan and in Sri Lanka. The lease in Sri Lanka expires in March 2026 and we intend to renew it for an additional year at expiration.

The rest of Item 2

We believe our current facilities are adequate for our current needs and that suitable additional space will be available as and when needed.

Item 2 of the 10-K filed Mar 12, 2026.16

The story

CareCloud was founded as Medical Transcription Billing Corporation (MTBC) in 1999 by American entrepreneur Mahmud Haq. The earliest days of the company were focused on providing transcription and manual medical billing to healthcare providers primarily located in New Jersey.

In 2004, the company developed a fully integrated suite of services that includes a proprietary practice management platform, ONC-ACB, meaningful use stage 2 certified complete electronic health records software and a revenue cycle management service.

On June 6, 2013, former ambassador to Pakistan Cameron Munter joined MTBC's Board of Directors.

On July 23, 2014, the company went public on NASDAQ Capital Market under the ticker symbol "MTBC." The preferred stock trades under “MTBCP.”

In 2017, the company launched talkEHR, the industry’s first voice-enabled electronic health record.

In 2019, they changed the corporation name from Medical Transcription Billing Corp. to MTBC, Inc.

In 2021, MTBC changed its name to CareCloud, Inc., adopting the name of the company it had acquired the previous year.

The company also has operations in Pakistan and Sri Lanka.

From Wikipedia’s article on CareCloud, shared under CC BY-SA 4.0.6

Leadership

Who has led CareCloud, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (21)

Products and brands

CareCloud offers Software-as-a-Service (or SaaS) platform that includes revenue cycle management (RCM), business intelligence, telehealth, practice management (PM) electronic health record (EHR), patient experience management (PXM), Robotic Process Automation (RPA), and solutions for high-performance medical groups.

From Wikipedia’s article on CareCloud, shared under CC BY-SA 4.0.6

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • CareCloud Acquisition, Corp. Delaware, US7
  • CareCloud Health, Inc. Delaware, US7
  • CareCloud Holdings, Inc Delaware, US7
  • CareCloud ME Health Consultancy LLC United Arab Emirates7
  • CareCloud Practice Management, Corp. Delaware, US7
  • MTBC Bagh Private Limited Pakistan7
  • MTBC Private Limited Pakistan7
  • Meridian Medical Management, Inc. Delaware, US7
  • N884AM Holdings, Inc. Delaware, US7
  • RCM – MediGain Colombo, Pvt. Ltd. Sri Lanka7
  • medSR, Inc. Delaware, US7

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Acquisitions

Post-IPO, the company (as MTBC) made 16 acquisitions including revenue cycle management and healthcare IT companies in the United States. Some of the key acquisitions include Gulf Coast Billing (2016), Renaissance Physician Services (2016), MediGain (2016), Orion (2018).

In 2020, MTBC made two major acquisitions of healthcare technology companies: CareCloud Corporation, a Miami-based company founded by Albert Santalo in 2009, and Meridian Medical Management, for reportedly up to $40M and $24.8M, respectively. In 2021, MTBC renamed itself CareCloud, Inc., taking the acquired company's name.

From Wikipedia’s article on CareCloud, shared under CC BY-SA 4.0.6

Former names

  • MTBC, Inc.Feb 6, 2019 to Mar 25, 20215
  • MEDICAL TRANSCRIPTION BILLING, CORPSep 9, 2013 to Jan 7, 20195

Timeline

  1. Sep 29, 20268-K Executive or director change45
  2. Aug 6, 20268-K Results of operations; Regulation FD disclosure46
  3. Jul 24, 20268-K Entered a material agreement47
  4. Jun 26, 20268-K Entered a material agreement48
  5. Jun 5, 20268-K Executive or director change; Shareholder vote49
  6. May 15, 20268-K Listing notice or transfer; Other events50
  7. May 7, 20268-K Results of operations; Regulation FD disclosure51
  8. Apr 14, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares52
  9. Apr 2, 20268-K Bylaws or fiscal year changed53
  10. Mar 27, 20268-K Cybersecurity incident54
  11. Mar 27, 20268-K Executive or director change55
  12. Mar 12, 20268-K Results of operations; Executive or director change; Regulation FD disclosure56
  13. Aug 3, 2021New chief executive A. Hadi Chaudhry becomes CEO17
  14. Feb 6, 2018New chief executive Stephen Andrew Snyder becomes CEO18
  15. Jul 23, 2014Went public Listed on NASDAQ1
  16. Jul 22, 2014New chief executive Mahmud Ul Haq becomes CEO19
  17. 1999Founded Founded1

Calendar

Coming up

  1. Nov 5, 2026 · Before the openReports results for the quarter ending Sep/2026 A year earlier it reported $0.10 a share, on Nov 6, 2025.57

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results46
  2. May 7, 2026Reported quarterly or annual results51
  3. Mar 12, 2026Reported quarterly or annual results56
  4. Nov 6, 2025Reported quarterly or annual results58
  5. Aug 5, 2025Reported quarterly or annual results59
  6. May 6, 2025Reported quarterly or annual results60
  7. Mar 13, 2025Reported quarterly or annual results61
  8. Nov 12, 2024Reported quarterly or annual results62

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

344 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 91 major events, 169 insider forms, 2 large holders, 61 other. The latest 20:

  1. Oct 5, 20263 EDGAR
  2. Sep 29, 20268-K EDGAR
  3. Aug 10, 20264 EDGAR
  4. Aug 10, 20264 EDGAR
  5. Aug 10, 20264 EDGAR
  6. Aug 10, 20264 EDGAR
  7. Aug 6, 202610-Q EDGAR
  8. Aug 6, 20268-K EDGAR
  9. Jul 31, 20264 EDGAR
  10. Jul 31, 20264 EDGAR
  11. Jul 31, 20264 EDGAR
  12. Jul 31, 20264 EDGAR
  13. Jul 24, 20264 EDGAR
  14. Jul 24, 20268-K/A EDGAR
  15. Jun 26, 20268-K EDGAR
  16. Jun 9, 2026S-8 EDGAR
  17. Jun 5, 20268-K EDGAR
  18. May 19, 2026FWP EDGAR
  19. May 18, 20264 EDGAR
  20. May 18, 20264 EDGAR

The 344 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

41 open-market trades by officers, directors and large owners since October 2021: 8 buys and 33 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Nov 10, 2025DALY JOHN NDirectorSale15,000$3.41$51.1KForm 4
Sep 29, 2025HAQ MAHMUD ULExecutive ChairmanSale11,960$21.08$252.1KForm 4
Jun 17, 2025DALY JOHN NDirectorSale15,000$2.11$31.6KForm 4
Dec 31, 2024DALY JOHN NDirectorSale5,000$3.87$19.4KForm 4
Dec 11, 2024MUNTER CAMERONDirectorSale30,000$4.10$123.0KForm 4
Dec 2, 2024DALY JOHN NDirectorSale10,000$3.65$36.5KForm 4
Dec 29, 2023HAQ MAHMUD ULExecutive ChairmanBuy32,500$1.53$49.7KForm 4
Dec 22, 2023HAQ MAHMUD ULExecutive ChairmanBuy217,824$1.57$342.0KForm 4
Dec 21, 2023HAQ MAHMUD ULExecutive ChairmanBuy132,500$1.19$157.7KForm 4
Dec 20, 2023HAQ MAHMUD ULExecutive ChairmanBuy149,676$0.97$145.2KForm 4
Dec 13, 2023Sharnak Lawrence StevenDirectorBuy25,000$0.71$17.8KForm 4
Nov 9, 2023BUSQUET ANNEDirectorBuy41,660$1.25$52.1KForm 4
Nov 8, 2023BUSQUET ANNEDirectorBuy41,378$1.09$45.1KForm 4
Nov 6, 2023Chaudhry A HadiChief Strategy OfficerBuy18,801$1.07$20.1KForm 4
Sep 18, 2023HAQ MAHMUD ULExecutive ChairmanSale1,000$18.01$18.0KForm 4
Jun 23, 2023Chaudhry A HadiChief Strategy OfficerSale1,480$22.10$32.7KForm 4
Jun 22, 2023Chaudhry A HadiChief Strategy OfficerSale1,000$22.25$22.2KForm 4
Jun 20, 2023Chaudhry A HadiChief Strategy OfficerSale1,047$22.37$23.4KForm 4
Jun 16, 2023Chaudhry A HadiChief Strategy OfficerSale937$22.30$20.9KForm 4
Jun 15, 2023Chaudhry A HadiChief Strategy OfficerSale16$22.30$357Form 4

All 41 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 65. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Vanguard Capital Management LLC1,680,820$3.6M0.0%+207,119
Hillsdale Investment Management Inc.923,408$2.0M0.0%+118,900
Two Sigma Investments, LP579,826$1.2M0.0%+190,200
Dimensional Fund Advisors LP575,970$1.2M0.0%+198,403
American Century Companies Inc509,693$1.1M0.0%−229,877
Ameriprise Financial Inc441,651$936.3K0.0%−241,862
Geode Capital Management, LLC421,582$894.1K0.0%−20,220
Bridgeway Capital Management, LLC409,260$867.6K0.0%−6,730
Wells Fargo & Company/mn385,000$816.2K0.0%+39,000
Globeflex Capital L P335,146$710.5K0.1%New
Arrowstreet Capital, Limited Partnership334,809$709.8K0.0%+82,810
BlackRock, Inc.229,163$485.8K0.0%+33,136
Vanguard Fiduciary Trust Co223,025$472.8K0.0%+1,457
Renaissance Technologies LLC210,600$446.5K0.0%−261,700
Apollo Management Holdings, L.P.209,844$444.9K0.0%No change
State Street Corp191,703$406.4K0.0%No change
Empowered Funds, LLC164,160$348.0K0.0%+13,270
Chapin Davis, Inc.154,285$327.1K0.1%+30,000
Jane Street Group, LLC138,590$293.8K0.0%−254,787
Crescent Grove Advisors, LLC130,769$277.2K0.0%+70,769
Citadel Advisors LLC124,523$264.0K0.0%−110,420
Mcdonald Partners LLC109,622$232.4K0.1%+8,384
Goldman Sachs Group Inc103,049$218.5K0.0%−125,321
Susquehanna International Group, Llp98,971$209.8K0.0%+68,920
Bank Of America Corp /de/86,188$182.7K0.0%−45,013

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

2 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Dec 8, 2023Kevin HernRepublican, HouseSale$1,001 - $15,000−11.9%Report
Dec 19, 2022Kevin HernRepublican, HouseSale$1,001 - $15,000+145.5%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How CareCloud is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARCareCloud, Inc.2
  • CIK0001582982
  • Employer ID (EIN)22-383230216
  • Filer statusAccelerated filer not an emerging growth company; a smaller reporting company; a shell company16
  • Incorporated inDelaware16
  • Fiscal year endsDecember 312
  • Industry code (SIC)7372 Services-Prepackaged Software2
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance2
  • Business address7 Clyde Road, Somerset, Somerset, NJ 088732
  • Phone73287351332
  • Shares outstanding42,493,859 as of Jul 30, 202615
  • Public float$85.1M as of Jun 30, 202516
  • AuditorTanner LLP, Lehi, Utah PCAOB ID 270; it also attests to the company’s internal control over financial reporting16
  • On EDGAR sinceSep 9, 20132
  • Filings1,009 in all: 4 (425), 8-K (215), CORRESP (44), 10-Q (37), DEFA14A (27), FWP (25), S-1/A (21), UPLOAD (21)2
    All 45 form types

    3 (20), 424B5 (17), EFFECT (16), DEF 14A (15), 5 (14), 10-K (12), 8-K/A (11), S-1 (10), 144 (7), 424B3 (7), PRE 14A (7), S-8 (6), S-1MEF (5), SC 13G/A (5), S-3 (4), SC 13G (4), 8-A12B (3), D (3), POS AM (3), S-3/A (3), 25-NSE (2), 4/A (2), 424B4 (2), CERTNAS (2), PRER14A (2), 10-K/A (1), 10-Q/A (1), 25 (1), 8-A12B/A (1), AW (1), CERT (1), DRS (1), DRS/A (1), DRSLTR (1), S-8 POS (1), SCHEDULE 13G (1), SCHEDULE 13G/A (1)

  • Latest filingsAnnual report (10-K) Mar 12, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Apr 7, 2026
    Latest 8-K (8-K) Sep 29, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.001 per shareCCLDNasdaq Global Market
8.75% Series B Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per shareCCLDONasdaq Global Market

From the cover page of the 10-K filed Mar 12, 2026 (Section 12(b) of the Exchange Act).16

Risk factors and legal proceedings

The risks CareCloud names in Item 1A of its 10-K filed Mar 12, 2026: 71 risks under these headings, as written.16

  • Risks Related to Our Business
  • The continued success of our business model is heavily dependent upon our offshore operations, and any disruption to those operations will adversely affect us.
  • Our offshore operations expose us to additional business and financial risks which could adversely affect us and subject us to civil and criminal liability.
  • Our proprietary software or service delivery platform may not operate properly, which could damage our reputation, give rise to claims against us, or divert application of our resources from other purposes, any of which could harm our business and operating results.
  • Systems failures, cyberattacks or other events and resulting interruptions in the availability of or degradation in the performance of our websites, applications, products or services could harm our business.
  • Data privacy, identity protection and information security compliance may require significant resources and presents certain risks.
  • We use and plan to expand our use of artificial intelligence, and challenges associated with the development, deployment and regulation of AI technologies could adversely affect our business, reputation and results of operations.
  • We may not be successful in our artificial intelligence initiatives, which could adversely affect our business, reputation, or financial results.
  • We operate in a highly competitive industry, and our competitors may be able to compete more efficiently or evolve more rapidly than we do, which could have a material adverse effect on our business, revenue, growth rates and market share.
  • If we are unable to successfully introduce new products or services or fail to keep pace with advances in technology, we would not be able to maintain our customers or grow our business, which will have a material adverse effect on our business.
  • Changes in the healthcare industry could affect the demand for our services and may result in a decrease in our revenues and market share.
  • If providers do not purchase our products and services or delay in choosing our products or services, we may not be able to grow our business.
The other 60 risks
  • If the revenues of our customers decrease, or if our customers cancel or elect not to renew their contracts, our revenue will decrease.
  • As a result of our variable sales and implementation cycles, we may be unable to recognize revenue from prospective customers on a timely basis and we may not be able to offset expenditures.
  • We are required to collect sales and use taxes on certain products and services we sell in certain jurisdictions. We may be subject to liability for past sales and incur additional related costs and expenses, and our future sales may decrease.
  • If we lose the services of Mahmud Haq as Executive Chairman, Stephen Snyder as Chief Executive Officer, A. Hadi Chaudhry as Chief Strategy Officer, or other members of our management team, or if we are unable to attract, hire, integrate and retain other necessary employees, our business would be harmed.
  • We may be unable to adequately establish, protect or enforce our patents, trade secrets and other intellectual property rights and we may incur significant costs in enforcing our intellectual property rights.
  • Claims by others that we infringe or may infringe on their intellectual property could force us to incur significant costs or revise the way we conduct our business.
  • Current and future litigation against us could be costly and time-consuming to defend and could result in additional liabilities.
  • If our security measures are breached or fail and unauthorized access is obtained to a customer’s data, our service may be perceived as insecure, the attractiveness of our services to current or potential customers may be reduced, and we may incur significant liabilities.
  • Our products and services are required to meet the interoperability standards, which could require us to incur substantial additional development costs or result in a decrease in revenue.
  • Disruptions in internet or telecommunication service or damage to our data centers could adversely affect our business by reducing our customers’ confidence in the reliability of our services and products.
  • We may be subject to liability for the content we provide to our customers and their patients.
  • We are subject to the effect of payer and provider conduct that we cannot control and that could damage our reputation with customers and result in liability claims that increase our expenses.
  • Failure by our clients to obtain proper permissions and waivers may result in claims against us or may limit or prevent our use of data, which could harm our business.
  • Any deficiencies in our financial reporting or internal controls could adversely affect our business and the trading price of our securities.
  • We maintain our cash at domestic and foreign financial institutions. Balances held domestically may exceed federally insured limits. Foreign banking institutions do not provide bank deposit insurance.
  • Our goodwill was subject to impairment in 2023 and may be subject to further impairment in the future, which could have a material adverse effect on our results of operations, financial condition, or future operating results.
  • We are a party to several related-party agreements with our founder and Executive Chairman, Mahmud Haq, which have significant contractual obligations. These agreements are reviewed by our Audit Committee on an annual basis.
  • We depend on key information systems and third-party service providers.
  • Rapid technological change in the telehealth industry presents us with significant risks and challenges.
  • Our business, financial condition, results of operations and growth may be adversely affected by pandemics, epidemics or other public health emergencies, such as COVID-19.
  • We may be adversely affected by global climate change or market responses to such change.
  • Risks Related to Macroeconomics Conditions
  • Our operations and performance depend significantly on global and regional economic conditions and adverse economic conditions can materially adversely affect our business, results of operations and financial conditions.
  • Our managed medical practices and customers could face supply chain issues that would disrupt their ability to service patients and therefore impact our revenue.
  • Volatility in currency exchange rates may adversely affect our financial condition, results of operations and cash flows.
  • Risks Related to Our Acquisition Strategy
  • If we do not manage our acquisitions effectively, our revenue, business and operating results may be harmed.
  • We may be unable to implement our strategy of acquiring additional companies.
  • At the current price of our common stock, we may be unable to execute accretive acquisitions.
  • We may be unable to retain customers following their acquisition, which may result in a decrease in our revenues and operating results.
  • Acquisitions may subject us to liability with regard to the creditors, customers, and shareholders of the sellers.
  • Future acquisitions may result in potentially dilutive issuances of equity securities, the incurrence of indebtedness and increased amortization expense.
  • Regulatory Risks
  • If a breach of our measures protecting personal data covered by HIPAA or the HITECH Act occurs, we may incur significant liabilities.
  • Actual or perceived failures to comply with healthcare, data protection, privacy, security and fraud and abuse laws and regulations could materially adversely affect our business, results of operations and financial condition.
  • The healthcare industry is heavily regulated. Our failure to comply with regulatory requirements could create liability for us, result in adverse publicity and negatively affect our business.
  • If we do not maintain the certification of our EHR solutions pursuant to the HITECH Act and Cures Act, our business, financial condition and results of operations will be adversely affected.
  • If we or our customers fail to comply with federal and state laws governing submission of false or fraudulent claims to government healthcare programs and financial relationships among healthcare providers, we or our customers may be subject to civil and criminal penalties or loss of eligibility to participate in government healthcare programs.
  • Potential healthcare reform and new regulatory requirements placed on our products and services could increase our costs, delay or prevent our introduction of new products or services, and impair the function or value of our existing products and services.
  • Additional regulation of the disclosure of medical information outside the United States may adversely affect our operations and may increase our costs.
  • Our services present the potential for embezzlement, identity theft, or other similar illegal behavior by our employees.
  • Risks Related to Ownership of Shares of Our Common Stock
  • The conversion of the majority of the Series A Preferred Stock into common stock in March 2025 (the “Conversion”) increased the total number of outstanding shares, potentially diluting the value of existing common shareholders’ equity.
  • Series A Preferred Stock shareholders that converted their shares gained full voting rights upon conversion of their preferred shares into common stock.
  • The Conversion of the Series A Preferred Stock, and any subsequent conversions, may be perceived negatively by the market.
  • The Company’s potential for future issuances of common stock following the Conversion could be limited.
  • Our revenues, operating results and cash flows may fluctuate in future periods and we may fail to meet investor expectations, which may cause the price of our common stock to decline.
  • Healthcare reform may have a material adverse effect on the Company’s financial condition and results of operations.
  • Future sales of shares of our common stock could depress the market price of our common stock.
  • As of December 31, 2025, Mahmud Haq controlled 12% of our outstanding shares of common stock, limits investors from influencing significant corporate decisions.
  • Provisions of Delaware law, of our amended and restated charter and amended and restated bylaws may make a takeover more difficult, which could cause our common stock price to decline.
  • Any issuance of additional preferred stock in the future may dilute the rights of our existing stockholders.
  • We do not intend to pay cash dividends on our common stock.
  • Complying with the laws and regulations affecting public companies will increase our costs and the demands on management and could harm our operating results.
  • We are a smaller reporting company and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our common stock less attractive to investors.
  • Risks Related to Ownership of Shares of Our Preferred Stock
  • Our Series A and Series B Preferred Stock rank junior to all of our indebtedness and other liabilities.
  • We may issue additional shares of Series B Preferred Stock and additional series of preferred stock that rank on parity with the Preferred Stock as to dividend rights, rights upon liquidation or voting rights.
  • Market interest rates may materially and adversely affect the value of the Series B Preferred Stock.
  • Holders of the Series B Preferred Stock may be unable to use the dividends-received deduction and may not be eligible for the preferential tax rates applicable to “qualified dividend income.”
  • Our Series B Preferred Stock has not been rated.
  • The market price of our Series B Preferred Stock is variable and is substantially affected by various factors.
  • A holder of Preferred Stock has extremely limited voting rights.
  • The Series B Preferred Stock is not convertible and investors will not realize a corresponding upside if the price of the common stock increases.
  • Although payment of the suspended dividends resumed in February 2025 and continued throughout the year, there are still dividends in arrears and we may be unable to raise additional capital without incurring excessive dilution.

Legal proceedings

On December 22, 2023, an arbitrator rendered a decision in favor of Ramapo Anesthesiologists, PC (“Ramapo”) and granted in part and denied in part certain claims brought against Origin Healthcare Solutions, LLC, Meridian Medical Management, Inc., and the Company for alleged breach of contract and other allegations. Ramapo was awarded mitigation related costs of $117,000. The payment for such an award was made during the first quarter of 2024. The Company’s portion of the settlement was approximately $32,000 and the insurance company paid the balance. The Company’s portion was recorded in accrued expenses at December 31, 2023 in the consolidated balance sheet.

In March 2019, a former customer filed a complaint against the Company in New Jersey State Court to recover damages claimed to have been caused by the mishandling of their account. Plaintiff alleged at least approximately $750,000 in damages which was disputed by the Company. The parties participated in a one-day court-ordered, non-binding arbitration. At that time, the arbitrator awarded Plaintiff $288,750 on its contract claims, and awarded the Company $21,698 on its cross-claim for unpaid fees. Plaintiff filed to reject this award. The Company previously filed a partial motion for summary judgment on the alleged punitive damages, but the court denied that motion finding there is an issue of fact as to whether those can be awarded at trial. The Company filed an offer of judgment for $200,000 during April 2024 which was accepted and paid in July 2024.

In connection with a prior acquisition, the seller had alleged that the Company owed approximately $800,000 in transition related costs to them. The parties agreed to settle the claim for approximately $316,000, which was paid in September 2024.

The opening of Item 3, Legal Proceedings.16

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