UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 16, 2020
MTBC, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36529 | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | MTBC | Nasdaq Global Market | ||
| 11% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share | MTBCP | Nasdaq Global Market |
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 [ ]
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. [ ]
Explanatory Note
On June 17, 2020, MTBC, Inc. (the “Company”) filed with the Securities and Exchange Commission (“SEC”) a Current Report on Form 8-K (the “Original Form 8-K”) to disclose that the Company had acquired Meridian Billing Management Co., a Vermont corporation, and Origin Holdings, Inc., a Delaware corporation (collectively, “Meridian”). This Amendment No. 1 (this “Amendment”) to the Original Form 8-K is being filed by the Company for the purpose of amending and supplementing Item 9.01 of the Original Form 8-K to include the annual audited and interim unaudited financial statements of Meridian and the pro forma financial information required by Items 9.01(a) and (b) of Form 8-K and should be read in conjunction with the Original Form 8-K. No other changes are made to the Original Form 8-K by this Amendment.
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Section 9 ― Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits |
| (a) | Financial statements of businesses acquired | ||
| The combined financial statements of Meridian are filed as Exhibit 99.1 and Exhibit 99.2 to this Form 8-K and incorporated by reference herein. |
| (b) | Pro forma financial information | ||
| Pro forma financial information with respect to the acquisitions of Meridian, CareCloud Corporation (“CareCloud”) and Etransmedia Technology, Inc. (“ETM”) is filed as Exhibit 99.3 to this Form 8-K and incorporated by reference herein. | |||
| (c) | Exhibits |
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SIGNATURES
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.
| MTBC, Inc. | ||
| (Registrant) | ||
| By: | /s/ Stephen A. Snyder | |
| Stephen A. Snyder | ||
| Chief Executive Officer | ||
| Date: August 11, 2020 | ||
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