Current Report Filing (8-k)
April 23 2020 - 8:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 22, 2020
MTBC,
INC.
(Exact name of registrant as specified in its charter)
Delaware
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001-36529
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22-3832302
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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7
Clyde Road, Somerset, New Jersey, 08873
(Address of principal executive offices, zip code)
(732)
873-5133
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of exchange on which registered
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Common
Stock, par value $0.001 per share
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MTBC
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Nasdaq
Global Market
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11%
Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share
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MTBCP
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Nasdaq
Global Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. [ ]
Item
1.01
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Entry
into a Material Definitive Agreement.
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On
April 22, 2020, MTBC, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”)
with B. Riley FBR, Inc., as representative of several underwriters named therein (the “Underwriters”). Pursuant
to the Underwriting Agreement, the Company agreed to issue and sell an aggregate of 720,000 shares of the Company’s 11%
Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share (the “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-1 (Registration No. 333-237660) and a registration statement on Form S-1 MEF (Registration No. 333-237794) and the accompanying
prospectus filed with the Securities and Exchange Commission (the “Offering”). Pursuant to the Underwriting Agreement,
the Company also granted the Underwriters a 30-day option to purchase up to an additional 108,000 shares of the
Preferred Stock (“Option”).
In
the Underwriting Agreement, the Company made certain customary representations, warranties and covenants and agreed to
indemnify the Underwriters against certain liabilities. The issuance and sale of the Preferred Stock is expected to close on
or about April 27, 2020, subject to satisfaction of customary closing conditions. After deducting underwriting fees and other
offering expenses payable by the Company, the net proceeds to the Company are anticipated to be approximately $16.5
million.
The
foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the complete text of the Underwriting
Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
Item
7.01
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Regulation
FD Disclosure.
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On April 23, 2020, the Company issued a press release, a copy of
which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The
information furnished pursuant to Item 7.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended
or the Exchange Act, except as expressly set forth by specific reference in such a filing.
SIGNATURE(S)
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
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MTBC,
Inc.
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Date:
April 23, 2020
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By:
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/s/
Stephen Snyder
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Stephen
Snyder
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Chief
Executive Officer
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