10. SHAREHOLDERS’ EQUITY

On September 11, 2024, a Certificate of Amendment (the “Amendment”) to the Certificate of Designations, Preferences and Rights of 11% Series A Cumulative Redeemable Preferred Stock (the “Existing Certificate”) became effective, amending certain provisions of the 11% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”).

The title of the Existing Certificate was amended to read “Amended and Restated Certificate of Designations, Preferences and Rights of 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock.” Holders of Series A Preferred Stock will now receive similar change of control protections to those afforded to holders of the Company’s Series B Preferred Stock. The dividend of Series A Preferred Stock was amended from 11% to 8.75% per annum and the per annum dividend amount per share was amended from $2.75 to $2.1875 per share per annum. Also, the Company now has the right to exchange the shares of Series A Preferred Stock for common stock at the liquidation preference value of $25 per share, plus accrued and unpaid dividends (See note 20).

Treasury stock

The Board of Directors of the Company previously approved common stock repurchase programs. The last program expired in January 2017. As a result of these stock repurchases, the Company has 740,799 common shares held as treasury stock at an aggregate cost of $662,000.

Common stock

Holders of our common stock are entitled to one vote for each share held on all matters properly submitted to a vote of shareholders on which holders of common stock are entitled to vote. Holders of common stocks are entitled to receive dividends only at times and amounts as determined by the Board of Directors. The common stock is not entitled to pre-emptive rights, and is not subject to conversion, redemption or sinking fund provisions. The common stock is listed on the Nasdaq Global Market under the trading symbol “CCLD.”

In January 2025, the Company’s common stock shareholders approved an increase in the number of authorized common shares from 35 million to 85 million. An amended certificate of incorporation was filed by the Company.

Preferred stock

The Company has seven million authorized shares of preferred stock of which 4,560,000 have been designated as Series A shares and the balance have been designated as Series B shares.

Since September 11, 2024, we have had the right, at our option, to convert the majority of the Series A Preferred Stock into common stock at any time. If we convert shares of the Series A Preferred Stock, then subsequent to the conversion date, dividends would cease to accrue on shares of the Series A Preferred Stock. The shares of the Series A Preferred Stock will then no longer be deemed outstanding and all rights as a holder of those shares will terminate, except the right to receive the shares of common stock plus accumulated and unpaid dividends, if any, payable upon the conversion.

On March 6, 2025, the Board of Directors elected to exercise its conversion rights, which provided for the conversion of each share of Series A Preferred Stock into 7.3358 shares of common stock, inclusive of all accumulated and unpaid dividends (the “Conversion”). Dividends on the converted shares of Series A Preferred Stock ceased to accrue as of the conversion date. Individual shareholders who, on the exchange date, owned at least 100,000 shares of Series A Preferred Stock did not have their shares automatically converted to common stock so long as they were held by the Company’s transfer agent, unless they consented to the Conversion. There were 3,541,701 shares of Series A Preferred Stock converted at that time and 984,530 shares of Series A Preferred Stock continued to be outstanding at that time and through December 31, 2025. Due to the Conversion, the monthly cash dividends on Series A Preferred Stock were reduced to approximately $455,000 per month. As a result of the Conversion, the Company delisted the Series A Preferred Stock from the Nasdaq Global Market.

Since November 4, 2020, the Company has the right to redeem, at its option, the Series A Preferred Stock, in whole or in part, at a cash redemption price of $25.00 per share, plus all accrued and unpaid dividends to, but not including, the redemption date. This right continues for the remaining shares of the Series A Preferred Stock still outstanding. The Series A Preferred Stock has no stated maturity, is not subject to any sinking fund or other mandatory redemption, and is not convertible at the option of the holder into or exchangeable for any of the Company’s other securities. Holders of the Series A Preferred Stock have no voting rights except for limited voting rights if dividends payable on the Series A Preferred Stock are in arrears for eighteen or more consecutive or non-consecutive monthly dividend periods, at which time they are entitled to appoint two additional directors to our Board of Directors. If the Company were to liquidate, dissolve or wind up, the holders of the Series A Preferred Stock will have the right to receive $25.00 per share, plus any accumulated and unpaid dividends to, but not including, the date of payment, before any payment is made to the holders of the common stock.

Since February 15, 2025 and prior to February 15, 2026, we were able to redeem, at our option, the Series B Preferred Stock, in whole or in part, at a cash redemption price of $25.50 per share, plus all accrued and unpaid dividends to, but not including, the redemption date. On or after February 15, 2026 and prior to February 15, 2027, we may redeem, at our option, the Series B Preferred Stock, in whole or in part, at a cash redemption price of $25.25 per share, plus all accrued and unpaid dividends to, but not including, the redemption date. On or after February 15, 2027, we may redeem, at our option, the Series B Preferred Stock, in whole or in part, at a cash redemption price of $25.00 per share, plus all accrued and unpaid dividends to, but not including, the redemption date. The Series B Preferred Stock is listed on the Nasdaq Global Market under the trading symbol “CCLDO.”

Dividends on the Series A Preferred Stock of $2.75 annually per share (through September 11, 2024 and $2.19 thereafter) and the Series B Preferred Stock at $2.19 annually per share are cumulative from the date of issue and are payable each month when, as and if declared by the Company’s Board of Directors. In October 2023, the Board of Directors declared monthly dividends on the Series A and Series B Preferred Stock payable through February 2024. However, on December 11, 2023, the Board of Directors suspended the monthly cash dividends for Series A Preferred Stock and Series B Preferred Stock beginning with the payment scheduled for December 15, 2023 together with the remaining dividends that were declared. The suspension of these dividends deferred approximately $1.3 million in cash dividend payments each month through September 11, 2024. Due to the above Amendment, effective on September 12, 2024, the combined monthly cash dividends were reduced to approximately $1.1 million per month.

During the suspension, dividends continued to accrue in arrears on the Series A and Series B Preferred Stock. The Company’s Board of Directors declared payment of two months of dividends in January 2025 and the Company resumed payment of the dividends in February 2025, paying one month of dividends in arrears each month during the remainder of 2025.

During the year ended December 31, 2024, no dividends were declared by the Board of Directors. At December 31, 2024, the Company owed approximately $5.4 million for dividends that had previously been declared through February 2024 (but whose payment was suspended), and also had total undeclared dividends of approximately $12.3 million, which represents the accumulated (but undeclared) dividends due to Preferred Stock shareholders of record on December 31, 2024. Dividends that have accrued in arrears but which have not been declared by the Board of Directors are not recorded in the consolidated balance sheets but are reflected in the net loss attributable to common shareholders. Total dividends in arrears at December 31, 2024 amounted to approximately $17.7 million or $3.04 per share for the Series A Preferred Stock and $2.55 per share for the Series B Preferred Stock.

In February 2025, the Company resumed monthly payment of the dividends on the Series A and B Preferred Stock, paying one month of dividends in arrears and continuing through the remainder of the year and applying these amounts to the earliest payments in arrears. The payments made starting in March 2025, which occurred after the Conversion included dividends for the shares of Series A Preferred Stock that were not converted and dividends for the Series B Preferred Stock.

At December 31, 2025, the Company had total undeclared dividends of approximately $6.8 million or $2.73 per share for both the Series A and Series B Preferred Stock which represents the accumulated (but undeclared) dividends due to preferred shareholders of record on December 31, 2025. Dividends in arrears that have not been declared by the Board of Directors are not recorded in the consolidated balance sheets. Dividends earned during the period are reflected in the consolidated statements of operations, whether or not they were declared. As of December 31, 2025, dividends have been declared by the Board of Directors for holders of record through that date. The Company plans to continue declaring monthly dividends until such time as the arrearage on the Preferred Stock is satisfied. The Company has announced that it will pay two months of dividends each month starting with the February 15, 2026 payment for the Series B Preferred Stock to satisfy the 14 months of accumulated and unpaid dividends.

Warrants

There were no warrants outstanding at December 31, 2025 and 2024.