As filed with the Securities and Exchange Commission on October 10, 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.

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 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. [X]

 

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. 333-227524

 

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 [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   100,000   $25.00   $2,500,000(1)  $303.00(3)

 

(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. 333-227524) (“Prior Registration Statement”).
(2) Calculated pursuant to Rule 457(a) based on an estimate of the proposed maximum aggregate offering price.
(3) A registration fee of $3,112.50 was previously paid.

 

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. 333-227524) (“Prior Registration Statement”), which the Commission declared effective on October 10, 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 100,000 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 October 10, 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       October 10, 2018
Mahmud Haq   Executive Chairman and Director    
         
/s/ Stephen Snyder       October 10, 2018
Stephen Snyder   Principal Executive Officer and Director    
         
/s/ Bill Korn       October 10, 2018
Bill Korn   Principal Financial Officer    
         
/s/ Norman Roth       October 10, 2018
Norman Roth   Principal Accounting Officer  
         
*       October 10, 2018
A. Hadi Chaudhry   President    
         
*       October 10, 2018
Anne Busquet   Director    
         
*       October 10, 2018
Howard L. Clark, Jr.   Director    
         
*       October 10, 2018
John N. Daly   Director    
         
*       October 10, 2018
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 Montgomery Coscia Greilich LLP.
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 September 25, 2018, and incorporated herein by reference).
     
   

* Filed herewith.

 

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