Current Report Filing (8-k)
April 29 2020 - 6:17AM
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 28, 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
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
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On
April 28, 2020, pursuant to a Unanimous Written Consent in lieu of a Meeting of the Board of Directors (the “Board”)
of MTBC, Inc. (the “Company”), the Board, upon the recommendation of its Nominating and Governance Committee, elected
Lawrence Steven Sharnak to serve as a Class II Director of the Company, effective as of April 29, 2020. Mr. Sharnak will serve
as a director until the Company’s 2021 annual meeting of stockholders and thereafter until his successor is duly elected
and qualified or until his earlier death, resignation or removal. The Board also appointed Mr. Sharnak to serve on its Audit Committee,
effective as of April 29, 2020. The Board determined Mr. Sharnak to be independent under the independence requirements of the
Listing Rules of the NASDAQ Stock Market and the SEC. There are no arrangements or understandings between Mr. Sharnak and any
other person pursuant to which he was elected as a director of the Company, nor are there any transactions involving Mr. Sharnak
requiring disclosure under Item 404(a) of Regulation S-K.
On
April 28, 2020, the Board, upon the recommendation of its Nominating and Governance Committee, appointed Anne Busquet as the Chairperson
of the Audit Committee, effective as of April 29, 2020. Ms. Busquet currently serves on the Audit Committee.
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 28, 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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