SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
TRANSCRIPTION BILLING, CORP.
(Exact name of registrant as specified in its charter)
or other jurisdiction
Clyde Road, Somerset, New Jersey, 08873
(Address of principal executive offices, zip code)
(Registrant’s telephone number, including area code)
(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|
|10.1||Amendment to Placement Agency Agreement dated as of October 12, 2018.|
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|
Chief Executive Officer
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|
|Title:||Chief Executive Officer|
430 Park Avenue | New York, New York 10022 | 212.356.0500 | www.hcwco.com