Registration of Additional Securities (up to 20%) (s-1mef)
April 22 2020 - 5:05PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on April 22, 2020.
Registration
No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MTBC,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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7389
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22-3832302
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(State
or other jurisdiction of
incorporation or organization)
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(Primary
Standard Industrial
Classification Code Number)
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(I.R.S.
Employer
Identification Number)
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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)
Stephen
Snyder
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.
Song P.C.
26 Broadway, 8th Floor
New York, New York 10004
(212) 599-0700
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Albert
Lung, Esq.
Morgan, Lewis & Bockius LLP
1400 Page Mill Road,
Palo Alto, CA 94304
(650) 843-7263
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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. 333-237660
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 [ ]
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Accelerated
filer [ ]
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Non-Accelerated
filer [ ]
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Smaller
reporting company [X]
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Emerging
growth company [ ]
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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. [ ]
CALCULATION
OF REGISTRATION FEE
Title of Each
Class of Securities
to be Registered
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration
Fee (2)
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Series A Preferred Stock, $0.001 par value per share
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$
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3,450,000
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(1)
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$
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448
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(1)
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The
Registrant previously registered securities with a proposed maximum aggregate offering price not to exceed $17,250,000 on
a Registration Statement on Form S-1, as amended (File No. 333-237660), which was declared effective by the Securities and
Exchange Commission on April 22, 2020. In accordance with Rule 462(b) promulgated under the Securities Act, an
additional amount of securities having a proposed maximum aggregate offering price of $3,450,000 is hereby registered, which
includes the additional shares issuable upon the exercise of the underwriters’ option to purchase additional shares.
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(2)
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Calculated
pursuant to Rule 457(o) based on the proposed maximum aggregate offering price.
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This
Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule
462(b) under the Securities Act of 1933, as amended.
Explanatory
Note and Incorporation of Certain Information by Reference
Pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, MTBC, Inc. (the “Registrant”) is filing this Registration
Statement on Form S-1 (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. 333-237660)
(the “Prior Registration Statement”), which
the Commission declared effective on April 22, 2020.
The
Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate offering price of shares of
11% Series A Cumulative Redeemable Perpetual Preferred Stock to be offered by the Registrant in the public offering by $3,450,000,
which includes additional shares that the underwriters have the option to purchase. The additional securities that are being registered
for issuance and 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 April 22, 2020.
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MTBC,
Inc.
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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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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.
Signature
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Title
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Date
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/s/
Mahmud Haq
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April
22, 2020
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Mahmud
Haq
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Executive
Chairman and Director
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/s/
Stephen Snyder
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April
22, 2020
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Stephen
Snyder
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Principal
Executive Officer and Director
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/s/
Bill Korn
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April
22, 2020
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Bill
Korn
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Principal
Financial Officer
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/s/
Norman Roth
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April
22, 2020
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Norman
Roth
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Principal
Accounting Officer
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*
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April
22, 2020
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A.
Hadi Chaudhry
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President
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*
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April
22, 2020
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Anne
Busquet
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Director
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*
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April
22, 2020
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John
N. Daly
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Director
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*
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April
22, 2020
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Cameron
Munter
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Director
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*
By:
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/s/
Stephen Snyder
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Stephen
Snyder
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Attorney-in-fact
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EXHIBIT
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