As filed with the Securities and Exchange Commission on April 22, 2020.

 

Registration No. 333-          

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

MTBC, INC.

(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.
Song P.C.
26 Broadway, 8th Floor
New York, New York 10004
(212) 599-0700
Albert Lung, Esq.
Morgan, Lewis & Bockius LLP
1400 Page Mill Road,
Palo Alto, CA 94304
(650) 843-7263

 

 

 

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. 333-237660

 

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 [  ] Smaller reporting company [X]
  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 to Section 7(a)(2)(B) of the Securities Act. [  ]

 

CALCULATION OF REGISTRATION FEE

 

Title of Each
Class of Securities
to be Registered
  Proposed
Maximum
Aggregate
Offering Price
   Amount of
Registration
Fee (2)
 
         
Series A Preferred Stock, $0.001 par value per share  $3,450,000(1)  $448 

 

(1) The Registrant previously registered securities with a proposed maximum aggregate offering price not to exceed $17,250,000 on a Registration Statement on Form S-1, as amended (File No. 333-237660), which was declared effective by the Securities and Exchange Commission on April 22, 2020. In accordance with Rule 462(b) promulgated under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $3,450,000 is hereby registered, which includes the additional shares issuable upon the exercise of the underwriters’ option to purchase additional shares.
(2) Calculated pursuant to Rule 457(o) based on 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 of 1933, as amended.

 

 

 

 
 

 

Explanatory Note and Incorporation of Certain Information by Reference

 

Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, MTBC, Inc. (the “Registrant”) is filing this Registration Statement on Form S-1 (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. 333-237660) (the “Prior Registration Statement”), which the Commission declared effective on April 22, 2020.

 

The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate offering price of shares of 11% Series A Cumulative Redeemable Perpetual Preferred Stock to be offered by the Registrant in the public offering by $3,450,000, which includes additional shares that the underwriters have the option to purchase. The additional securities that are being registered for issuance and 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 22, 2020.

 

  MTBC, Inc.
     
  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 22, 2020
Mahmud Haq   Executive Chairman and Director    
         
/s/ Stephen Snyder       April 22, 2020
Stephen Snyder   Principal Executive Officer and Director    
         
/s/ Bill Korn       April 22, 2020
Bill Korn   Principal Financial Officer    
         
/s/ Norman Roth       April 22, 2020
Norman Roth   Principal Accounting Officer    
         
*       April 22, 2020
A. Hadi Chaudhry   President    
         
*       April 22, 2020
Anne Busquet   Director    
         
*       April 22, 2020
John N. Daly   Director    
         
*       April 22, 2020
Cameron Munter   Director    

 

* By: /s/ Stephen Snyder  
  Stephen Snyder  
  Attorney-in-fact  

 

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EXHIBIT INDEX

 

Exhibit
Number
  Exhibit Description
5.1 *   Opinion of Song P.C.
23.1 *   Consent of Grant Thornton LLP.
23.2 *   Consent of Wojeski & Company CPAs, P.C.
23.3 *   Consent of 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 April 13, 2020, and incorporated herein by reference).
     
    * Filed herewith.

 

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