As filed with the Securities and Exchange Commission on April 3, 2018.

 

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)

 

 

 

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.

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, 37th 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. 333-223886

 

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   20,000   $25.00   $ 500,000 (1)  $62.25 

 

(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. 333-223886) (“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. 333-223886) (“Prior Registration Statement”), which the Commission declared effective on April 3, 2018.

 

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 20,000 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.

 

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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 3, 2018.

 

  Medical Transcription Billing, Corp.
     
  By: /s/ Stephen Snyder
    Stephen Snyder
    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.

 

Signature   Title   Date
         
/s/ Mahmud Haq       April 3, 2018
Mahmud Haq   Executive Chairman and Director    
         
/s/ Stephen Snyder       April 3, 2018
Stephen Snyder   Principal Executive Officer and Director    
         
/s/ Bill Korn       April 3, 2018
Bill Korn   Principal Financial Officer    
         
/s/ Norman Roth       April 3, 2018
Norman Roth   Principal Accounting Officer    
         
 *       April 3, 2018
A. Hadi Chaudhry   President    
         
 *       April 3, 2018
Anne Busquet   Director    
         
 *       April 3, 2018
Howard L. Clark, Jr.   Director    
         
 *       April 3, 2018
John N. Daly   Director    
         
 *       April 3, 2018
Cameron Munter   Director    

 

* By: /s/ Stephen Snyder  
 

Stephen Snyder

Attorney-in-fact

 

 

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EXHIBIT INDEX

 

Exhibit

Number

  Description
5.1 *   Opinion of Mazzeo Song P.C.
     
23.1 *   Consent of Grant Thornton LLP.
     
23.2 *   Consent of Mazzeo Song P.C. (included in Exhibit 5.1).
     
24.1   Power of Attorney for Directors of the Company (filed as Exhibit 24.1 to the Company’s Form S-1 filed on March 23, 2018, and incorporated herein by reference).
     
    * Filed herewith.

 

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EXHIBIT 5.1

 

 

April 3, 2018

 

Medical Transcription Billing, Corp.

7 Clyde Road

Somerset, New Jersey 08873

 

Re:

Registration Statement on Form S-1 MEF.

 

Ladies and Gentlemen:

 

We have acted as counsel to Medical Transcription Billing, Corp., a Delaware corporation (the “Company”), in connection with its filing of a registration statement on Form S-1 MEF (as amended, the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). We have been requested by the Company to render this opinion in connection with the filing of the Registration Statement. The Registration Statement covers 20,000 shares of the Company’s 11% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Shares”).

 

We have examined the Registration Statement together with the exhibits thereto and the documents incorporated by reference therein. In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such other instruments, documents, certificates and records which we have deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the instruments, documents, certificates and records we have reviewed; (iv) that the Shares will be issued and sold in compliance with applicable U.S. federal and state securities laws and in the manner stated in the Registration Statement and the prospectus contained therein; and (v) the legal capacity of all natural persons. As to any facts material to the opinions expressed herein that were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company.

 

We express no opinion herein as to the laws of any state or jurisdiction, other than the Federal laws of the United States of America and the General Corporation Law of the State of Delaware, as such are in effect on the date hereof, and we have made no inquiry into, and we express no opinion as to, the statutes, regulations, treaties, common laws or other laws of any other nation, state or jurisdiction.

 

 

   
 

 

MTBC/ Form S-1 MEF Page 2 of 2
April 3, 2018  

 

We express no opinion as to (i) the effect of any bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other similar laws relating to or affecting the rights of creditors generally, (ii) rights to indemnification and contribution which may be limited by applicable law or equitable principles, or (iii) the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, the effect of judicial discretion and the possible unavailability of specific performance, injunctive relief or other equitable relief, and the limitations on rights of acceleration, whether considered in a proceeding in equity or at law.

 

Based on the foregoing, we are of the opinion that, upon the issuance and delivery of and payment for the Shares, all in the manner stated in the Registration Statement and the prospectus contained therein, such Shares will be validly issued, fully paid and non-assessable.

 

This opinion is rendered as of the date hereof and we assume no obligation to advise you of changes in law or fact (or the effect thereof on this opinion) that hereafter may come to our attention. This opinion is being rendered for the benefit of the Company in connection with the matters addressed herein.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever it appears in the Registration Statement and the prospectus contained therein. In giving such consent, we do not believe that we are “experts” within the meaning of such term as used in the Securities Act or the rules and regulations promulgated thereunder with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

 

  Very truly yours,
     
  Mazzeo Song P.C.
     
  By: /s/ David S. Song
    David S. Song
    Partner

 

   
 

 

 

 

EXHIBIT 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We have issued our report dated March 7, 2018 with respect to the consolidated financial statements of Medical Transcription Billing, Corp. incorporated by reference from the Annual Report on Form 10-K for the year ended December 31, 2017 in the Registration Statement on Form S-1, as amended (File No. 333-223886), which is incorporated by reference in this Registration Statement on Form S-1MEF. We consent to the incorporation by reference of the aforementioned report in this Registration Statement, and to the use of our name as it appears under the caption “Experts” in the prospectus incorporated by reference in this Registration Statement.

 

/s/ Grant Thornton LLP  
   
Iselin, New Jersey  
April 3, 2018