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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