Current Report Filing (8-k)
July 18 2016 - 6:03AM
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 13, 2016
MEDICAL
TRANSCRIPTION BILLING, CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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333-192989
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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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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement
On
July 13, 2016, Medical Transcription Billing, Corp. (“MTBC” or “Company”) entered into an underwriting
agreement with Boenning & Scattergood, Inc. pursuant to which the Company agreed to issue and sell 63,040 shares of its 11%
Series A Cumulative Redeemable Preferred Stock in a public offering pursuant to a Registration Statement on Form S-3 (File No.
333-210391) and a related prospectus, including the related prospectus supplement, filed with the Securities and Exchange Commission.
The
net proceeds of the offering to the Company were approximately $1,400,000, after deducting underwriting discounts and commissions
and estimated offering expenses. The underwriting agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
On
July 13, 2016, MTBC entered into a Second Amendment to its Credit Agreement dated as of September 2, 2015 as amended by that certain
First Amendment dated as of November 23, 2015 with Opus Bank (“Opus”). The amendment modifies certain financial covenants
and related definitions designed to give the Company greater flexibility on its working capital. In conjunction therewith, the
Company granted Opus a warrant exercisable for 100,000 shares of the Company’s common stock at a per share exercise price
of $5.00. This warrant will have an exercise period of seven years.
The
foregoing description of the amendment to the credit agreement and warrant does not purport to be complete and is qualified entirely
by reference to the complete text of such documents, copies of which are attached as exhibits to this Current Report on Form 8-K
and are incorporated herein by reference.
Item
2.02 Results of Operations and Financial Condition:
On
July 13, 2016, MTBC announced the closing of $1.6 million public offering of additional shares of its series A preferred stock.
A
copy of such press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
The
information contained under this Item 2.02 on this Form 8-K and the related exhibit attached hereto shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or
the Exchange Act, regardless of any general incorporation language in such filing.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Amritpal
K. Deol, General Counsel and Corporate Secretary of the Company resigned effective July 15, 2016. The Company’s in-house
attorneys and officers will assume Ms. Deol’s duties as they initiate their search for a replacement.
Item
8.01 Other Events
In
connection with the offering referenced above, the legal opinion as to the legality of the series A preferred stock sold is being
filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
1.1 Medical
Transcription Billing, Corp. Underwriting Agreement dated July 13, 2016.
5.1 Opinion
of Mazzeo Song P.C.
10.1 Second
Amendment to Credit Agreement, dated as of July 13, 2016, between Medical Transcription Billing, Corp., and Opus Bank.
10.2 Warrant
to Purchase Common Stock dated as of July 13, 2016 issued by the Company to Opus Bank.
99.1 Press
Release, dated July 13, 2016, announcing MTBC’s closing of $1.6 million public offering of additional series A preferred
stock.
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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Medical
Transcription Billing, Corp.
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Date:
July 15, 2016
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By:
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/s/
Mahmud Haq
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Mahmud
Haq
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Chairman
of the Board and Chief Executive Officer
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