MTBC, Inc. (Nasdaq: MTBC) (Nasdaq: MTBCP) (“MTBC” or the
“Company”), a leading provider of cloud-based healthcare IT
solutions and services, today announced that it has upsized and
priced its previously announced underwritten public offering of
non-convertible 11% Series A Cumulative Redeemable Perpetual
Preferred Stock ("Series A Preferred Stock"), which trades on the
Nasdaq Global Market with ticker “MTBCP”. The Company has agreed to
sell 960,000 shares of Series A Preferred Stock, at a public
offering price of $25.00 per share, for gross proceeds to the
Company of $24.0 million.The Company also granted the underwriters
a 30-day option to purchase up to an additional 144,000 shares at
the public offering price, less underwriting discounts and
commissions. The offering is expected to close on or about July 21,
2020, subject to the satisfaction of customary closing conditions.
B. Riley FBR, Ladenburg Thalmann and National
Securities Corporation are acting as bookrunning managers for the
offering. The Benchmark Company, Boenning & Scattergood, Chapin
Davis, Colliers Securities LLC and Wedbush Securities are acting as
co-managers for the offering.
Holders of shares of Series A Preferred Stock
are entitled to receive cumulative cash dividends at the rate of
11% per annum of the $25.00 per share liquidation preference
(equivalent to $2.75 per annum per share). Dividends on the Series
A Preferred Stock are cumulative and payable monthly on the 15th
day of each month; provided that if any dividend payment date is
not a business day, then the dividend may be paid on the next
succeeding business day. Dividends are payable to holders of record
on the applicable record date, which shall be the last day of the
calendar month, whether or not a business day.
After deducting underwriting fees and other
offering expenses payable by MTBC, the net proceeds to MTBC are
anticipated to be approximately $22.1 million prior to the exercise
of the underwriters’ option to purchase additional shares. MTBC
intends to use the net proceeds from the offering, if completed,
for working capital, general corporate purposes and growth
initiatives, including potential future acquisitions.
The shares of preferred stock were sold pursuant
to a registration statement on Form S-1 (File No. 333- 239788) and
a registration statement on Form S-1 MEF (File No. 333-239888) that
were declared effective by the Securities and Exchange Commission
(the “SEC”) on July 16, 2020. The public offering will be made only
by means of a prospectus. The preliminary prospectus related to the
offering has been filed with the SEC and a final prospectus related
to the offering will be filed with the SEC. Copies of the
preliminary prospectus and the final prospectus, when available,
may be obtained for free by visiting EDGAR on the SEC’s website at
www.sec.gov. Alternatively, copies may be obtained from the offices
of B. Riley FBR, Inc., at 1300 North 17th Street, Suite 1400,
Arlington, VA 22209 or by calling (703) 312‐9580 or by emailing
prospectuses@brileyfbr.com.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or other jurisdiction.
About MTBCP
MTBC's Series A Preferred Stock trades on the
Nasdaq Global Market under the ticker symbol "MTBCP." Commencing on
or after November 4, 2020, MTBC may, at its option, upon not less
than 30 nor more than 60 days’ written notice, redeem the Series A
Preferred Stock, in whole or in part, at any time or from time to
time, for cash at a redemption price of $25.00 per share, plus any
accumulated and unpaid dividends thereon to, but not including, the
date fixed for redemption. Upon the occurrence of a Change of
Control, MTBC may, at its option, upon not less than 30 nor more
than 60 days’ written notice, redeem the Series A Preferred Stock,
in whole or in part, within 120 days after the first date on which
such Change of Control occurred, for cash at a redemption price of
$25.00 per share, plus any accumulated and unpaid dividends thereon
to, but not including, the redemption date.
About MTBC
MTBC is a healthcare information technology
company that provides a full suite of proprietary cloud-based
solutions, together with related business services, to healthcare
providers and hospitals throughout the United States. Our
Software-as-a-Service (or SaaS) platform includes revenue cycle
management (RCM), practice management (PM), electronic health
record (EHR), telehealth and patient experience management (PXM)
solutions for high-performance medical groups. MTBC helps clients
increase financial and operational performance, streamline clinical
workflows and make better business and clinical decisions, allowing
them to improve patient care while reducing administrative burdens
and operating costs. MTBC’s common stock trades on the Nasdaq
Global Market under the ticker symbol “MTBC,” and its Series A
Preferred Stock trades on the Nasdaq Global Market under the ticker
symbol “MTBCP.”
For additional information, please visit our
website at www.mtbc.com. To view MTBC's latest investor
presentation, which was filed as a Free Writing Prospectus, please
visit ir.mtbc.com.
Forward Looking Statement
This press release contains various
forward-looking statements within the meaning of the federal
securities laws. These statements relate to the proposed public
offering by MTBC, Inc. (the “Company”) and other anticipated future
events, future results of operations or future financial
performance. In some cases, you can identify forward-looking
statements by terminology such as "may," "might," "will," "should,"
"intends," "expects," "plans," "goals," "projects," "anticipates,"
"believes," "estimates," "predicts," "potential," or "continue" or
the negative of these terms or other comparable terminology.
Our operations involve risks and uncertainties,
many of which are outside our control, and any one of which, or a
combination of which, could materially affect our results of
operations and whether the forward-looking statements ultimately
prove to be correct. Forward-looking statements in this press
release include, without limitation, statements reflecting
management's expectations for future financial performance and
operating expenditures, expected growth, profitability and business
outlook, the impact of the COVID-19 pandemic on our financial
performance and business activities, and the expected results from
the integration of our acquisitions.
These forward-looking statements are only
predictions, are uncertain and involve substantial known and
unknown risks, uncertainties and other factors which may cause our
(or our industry's) actual results, levels of activity or
performance to be materially different from any future results,
levels of activity or performance expressed or implied by these
forward-looking statements. New risks and uncertainties emerge from
time to time, and it is not possible for us to predict all of the
risks and uncertainties that could have an impact on the
forward-looking statements, including without limitation, risks and
uncertainties relating to the Company's ability to manage growth,
migrate newly acquired customers and retain new and existing
customers, maintain cost-effective global operations, increase
operational efficiency and reduce operating costs, predict and
properly adjust to changes in reimbursement and other industry
regulations and trends, retain the services of key personnel, and
other important risks and uncertainties referenced and discussed
under the heading titled "Risk Factors" in the Company's filings
with the Securities and Exchange Commission. In addition, there is
uncertainty about the spread of the COVID-19 virus and the impact
it may have on the Company’s operations, the demand for the
Company’s services, and economic activity in general.
The statements in this press release are made as
of the date of this press release, even if subsequently made
available by the Company on its website or otherwise. The Company
does not assume any obligations to update the forward-looking
statements provided to reflect events that occur or circumstances
that exist after the date on which they were made.
SOURCE MTBC
Company Contact:Bill KornChief
Financial OfficerMTBC, Inc. bkorn@mtbc.com
Investor Contact:Matt Kreps,
Managing DirectorDarrow Associates Investor
Relationsmkreps@darrowir.com(214) 597-8200
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