Current Report Filing (8-k)
July 17 2020 - 7:31AM
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): July 16, 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 each 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
July 16, 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 960,000 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. 333-239788) and a registration statement on Form S-1 MEF (Registration No. 333-239888) 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 144,000 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 July
21, 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 $22.1 million prior to the exercise
of the Option.
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
July 17, 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.
Item
9.01
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Financial
Statements and Exhibits.
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SIGNATURES
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:
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July 17, 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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