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): October 12, 2018

 

MEDICAL TRANSCRIPTION BILLING, CORP.
(Exact name of registrant as specified in its charter)

 

Delaware   333-227524   22-3832302
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

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:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 [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 pursuant to Section 13(a) of the Exchange Act. [X]

 

 

 

 
 

 

Item 1.01 Entry into a Material Definitive Agreement

 

On October 10, 2018, Medical Transcription Billing, Corp. (“MTBC” or the “Company”) entered into a Placement Agency Agreement (the “Agreement”) with H.C. Wainwright & Co., LLC (“H.C. Wainwright”) pursuant to which the Company agreed to issue and sell 600,000 shares of its 11% Series A Cumulative Redeemable Preferred Stock in a public offering pursuant to a Registration Statement on Form S-1 (File No. 333-227524), a Form S-1MEF (File No. 333-227777) and a related prospectus filed with the Securities and Exchange Commission. A form of the Agreement was filed as Exhibit 10.29 to the Registration Statement on Form S-1 (File No. 333-227524).

 

An Amendment to the Agreement was signed by MTBC and H.C. Wainwright on October 12, 2018, reducing the placement agent’s fee from 9.5% of gross proceeds to 9.0%. The Amendment to the Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

  10.1 Amendment to Placement Agency Agreement dated as of October 12, 2018.

 

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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.

 

  Medical Transcription Billing, Corp.
   
Date: October 15, 2018 By: /s/ Stephen Snyder
   

Stephen Snyder

Chief Executive Officer

 

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EXHIBIT 10.1

 

 

October 12, 2018

 

Medical Transcription Billing, Corp.

7 Clyde Road

Somerset, NY 08873

 

Attn: Stephen Snyder, Chief Executive Officer

 

Dear Mr. Snyder:

 

Reference is made to the placement agency agreement (the “PAA”), dated October 10, 2018, by and between Medical Transcription Billing, Corp. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which Wainwright shall serve as the exclusive lead placement agent of the Company in connection with the Offering of Securities pursuant to the Registration Statement (as those terms are defined in the PAA).

 

The Company and Wainwright hereby agree to amend the PAA, as follows:

 

Section 1(a)(i) is hereby amended and restated in its entirety to read as follows:

 

(i) A cash fee equal to 9% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Offering (the “Closing”).

 

Except as expressly set forth above, all of the terms and conditions of the PAA shall continue in full force and effect after the execution of this agreement and shall not be in any way changed, modified or superseded by the terms set forth herein. Defined terms used herein but not defined herein shall have the meanings given to such terms in the PAA.

 

This agreement may be executed in two or more counterparts and by facsimile or “.pdf” signature or otherwise, and each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement.

 

*********************

 

 
 

 

IN WITNESS WHEREOF, this agreement is executed as of the date first set forth above.

 

  Very truly yours,
   
  H.C. WAINWRIGHT & CO., LLC
     
  By: /s/ Edward D. Sivera
  Name: Edward D. Silvera
  Title: Chief Operating Officer

 

Accepted and Agreed:

 

Medical transcription billing, corp.  
     
By: /s/ Stephen Snyder  
Name: Stephen Snyder  
Title: Chief Executive Officer  

 

430 Park Avenue | New York, New York 10022 | 212.356.0500 | www.hcwco.com

Member: FINRA/SIPC

 

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