Registration of Additional Securities (up to 20%) (s-1mef)
September 25 2017 - 5:29PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on September 25, 2017.
Registration
No. 333-______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MEDICAL
TRANSCRIPTION BILLING, CORP.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
7389
|
|
22-3832302
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(Primary
Standard Industrial
Classification
Code Number)
|
|
(I.R.S.
Employer
Identification
Number)
|
7
Clyde Road
Somerset,
New Jersey 08873
(732)
873-5133
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Mahmud
Haq
Chief Executive Officer
7
Clyde Road
Somerset,
New Jersey 08873
(732)
873-5133
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
of communications to:
David
S. Song, Esq.
Peter
B. Katzman, Esq.
Mazzeo
Song P.C.
444
Madison Avenue, 4th Floor
New
York, New York 10022 (212) 599-0700
|
Gregory
Sichenzia, Esq.
Thomas
Rose, Esq.
Jay
Yamamoto, Esq.
Sichenzia
Ross Ference Kesner LLP
1185
Avenue of the Americas, 37
th
Floor
New
York, New York 10036 (212) 930-9700
|
Approximate
date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration
statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933 check the following box.
[ ]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering.
[X]
No. 333-220493
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering.
[ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering.
[ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
[ ]
|
Accelerated
filer
[ ]
|
|
Non-Accelerated
filer
[ ]
(Do not check if a smaller reporting company)
|
Smaller
reporting company
[X]
|
|
|
Emerging
growth company
[X]
|
|
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 to Section 7(a)(2)(B) of the Securities Act.
[X]
CALCULATION
OF REGISTRATION FEE
Title
of Each
Class of Securities
to be Registered
|
|
Amount
to be
Registered
|
|
|
Proposed
Maximum
Offering
Price per Share
|
|
|
Estimated
Proposed
Maximum
Aggregate
Offering Price
|
|
|
Amount
of
Registration
Fee
(2)
|
|
Series A Preferred
Stock, $0.001 par value per share
|
|
|
240,000
|
|
|
$
|
25.00
|
|
|
$
|
1,000,000
|
(1)
|
|
$
|
115.90
|
|
(1)
|
Represents
only the additional number of shares being registered. This does not include the securities that the Registrant previously registered
on the Registration Statement on Form S-1, as amended (File No. 333-220493) (“Prior Registration Statement”).
|
|
|
(2)
|
Calculated
pursuant to Rule 457(a) based on an estimate of the proposed maximum aggregate offering price.
|
This
Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule
462(b) under the Securities Act.
Explanatory
Note and Incorporation of Certain Information by Reference
Pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, Medical Transcription Billing, Corp. (“Registrant”) is
filing this registration statement with the Securities and Exchange Commission (the “Commission”). This registration
statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File
No. 333-220493) (“Prior Registration Statement”), which the Commission declared effective on September 25, 2017.
The
Registrant is filing this registration statement for the sole purpose of increasing the aggregate number of shares of 11% Series
A Cumulative Redeemable Perpetual Preferred Stock offered by the Registrant by 40,000 shares. The additional securities that are
being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering
price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set
forth in the Prior Registration Statement and all exhibits thereto are hereby incorporated by reference in this filing.
The
required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Somerset, State of New Jersey on September 25, 2017.
|
Medical
Transcription Billing, Corp.
|
|
|
|
|
By:
|
/s/
Mahmud Haq
|
|
|
Mahmud
Haq
|
|
|
Chairman
of the Board
|
|
|
and
Chief Executive Officer
|
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Mahmud Haq
|
|
Chairman
of the Board and Chief Executive Officer
|
|
September
25, 2017
|
Mahmud
Haq
|
|
(principal
executive officer)
|
|
|
|
|
|
|
|
/s/
Bill Korn
|
|
Chief
Financial Officer (principal financial officer)
|
|
September
25, 2017
|
Bill
Korn
|
|
|
|
|
|
|
|
|
|
*
|
|
Controller
(principal accounting officer)
|
|
September
25, 2017
|
Norman
Roth
|
|
|
|
|
|
|
|
|
|
/s/
Stephen A. Snyder
|
|
President
and Director
|
|
September
25, 2017
|
Stephen
A. Snyder
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
September
25, 2017
|
Anne
Busquet
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
September
25, 2017
|
Howard
L. Clark, Jr.
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
September
25, 2017
|
John
N. Daly
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
September
25, 2017
|
Cameron
Munter
|
|
|
|
|
*
By:
|
/s/
Mahmud Haq
|
|
|
Mahmud
Haq
|
|
|
Attorney-in-fact
|
|
EXHIBIT
INDEX
CareCloud (NASDAQ:MTBCP)
Historical Stock Chart
From Jul 2024 to Aug 2024
CareCloud (NASDAQ:MTBCP)
Historical Stock Chart
From Aug 2023 to Aug 2024