Current Report Filing (8-k)
May 21 2020 - 4:31PM
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): May 19, 2020
MTBC,
INC.
(Exact
name of registrant as specified in its charter)
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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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[ ]
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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:
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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. [ ]
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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
May 19, 2020, at the Annual Meeting of Shareholders (the “Annual Meeting”) of MTBC, Inc., (the “Company”),
the Company’s shareholders approved the Second Amendment to the Company’s Amended and Restated Equity Incentive Plan
(the “Plan Amendment”) to increase the number of shares of the Company’s common stock available for issuance
under the plan by 2,000,000 shares for a total of 4,851,000 shares, and to increase the number of shares of the Company’s
11% Series A Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Stock”) available for issuance under
the plan by 300,000 shares for a total of 600,000 shares. The Company’s Board of Directors previously approved the Plan
Amendment, subject to shareholder approval.
The
foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the
Plan Amendment, a copy of which was attached as Appendix A to the Company’s Proxy Statement (the “Proxy Statement”)
on Schedule 14A filed with the Securities and Exchange Commission on March 23, 2020, and is included as Exhibit 3.1 to this Current
Report on Form 8-K and incorporated by reference herein.
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year
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On
May 19, 2020, the Company filed a Fifth Amendment (the “COD Amendment”) to Amended and Restated Certificate of Designations,
Preferences and Rights (the “Certificate of Designation”) of the Series A Preferred Stock with the Secretary of State
of the State of Delaware which was effective upon filing. The COD Amendment increased the number of shares of Series A Preferred
Stock from 4,500,000 shares to 5,000,000 shares. No other changes were made to the Certificate of Designation.
The
foregoing description of the COD Amendment does not purport to be complete and is qualified in its entirety by reference to the
COD Amendment, a copy of which is included as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference herein.
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Item
5.07
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Submission
of Matters to a Vote of Security Holders
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The
Company held its Annual Meeting on May 19, 2020 in Somerset, New Jersey. As of March 20, 2020, the record date, there were 12,364,368
shares of common stock outstanding and eligible to vote on all items. The proposals considered at the Annual Meeting are described
in detail in the Proxy Statement. The proposals described below were voted upon at the Annual Meeting and the number of votes
cast with respect to such proposals were as follows:
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1.
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All
four nominees listed below were elected to the Board of Directors with each director receiving votes as follows:
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Election
of Directors
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For
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Withheld
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Broker
Non-Votes
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A.
Hadi Chaudhry
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7,002,015
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740,711
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0
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John
N. Daly
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6,761,517
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981,209
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0
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Mahmud
Haq
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7,101,318
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641,408
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0
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Cameron
P. Munter
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7,093,602
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649,124
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0
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2.
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The
shareholders voted to approve two amendments to the Company’s Amended and Restated Equity Incentive Plan: a) to increase
the number of shares of the Company’s common stock issuable under the plan, and b) to increase the number of shares
of the Company’s Series A Preferred Stock issuable under the plan. The votes on these two proposals were as follows:
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Resolution
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For
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Against
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Abstain
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Broker
Non-Votes
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To
amend the Company’s Amended and Restated Equity Incentive Plan to increase the number of shares of common stock issuable
under the plan
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6,356,416
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1,348,195
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38,115
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0
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To
amend the Company’s Amended and Restated Equity Incentive Plan to increase the number of shares of Series A Preferred
Stock issuable under the plan
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7,378,027
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338,684
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26,015
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0
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Item
9.01
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Financial
Statements and Exhibits
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(d)
Exhibits
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: May 21, 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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