MEDICAL TRANSCRIPTION BILLING, CORP. (NASDAQ:MTBCP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
On May 10, 2017, the Company entered into a Securities Purchase
Agreement (the Purchase Agreement) for a registered direct
offering of its common stock, par value $0.001 per share (the
Shares), to an institutional investor. The Company agreed to sell
and the purchaser agreed to purchase 1,000,000 Shares at a
purchase price of $2.30 per share, for an aggregate gross
proceeds of $2.3 million. Concurrently with the sale of the
Shares, to the Purchase Agreement, the Company also sold warrants
to purchase up to 2,000,000 shares of its common stock (the
Warrants), with an exercise price of $5.00 per share, subject to
certain adjustments as provided under the terms of the Warrants.
The Warrants will be exercisable immediately upon issuance and
will expire one year from the date of issuance. The closing of
the offering is expected to take place on or about May 15, 2017,
subject to the satisfaction of customary closing conditions.
The net proceeds to the Company from the transaction, after
deducting the placement agents fees and expenses, the Companys
estimated offering expenses, and excluding the proceeds, if any,
from the exercise of the Warrants, are expected to be
approximately $2 million. The Company intends to use the net
proceeds from the transaction for general corporate purposes,
including working capital.
The Shares (but not the Warrants or shares issuable upon exercise
of the Warrants) were offered and sold by the Company to an
effective shelf registration statement on Form S-3, which was
filed with the Securities and Exchange Commission (the SEC) and
declared effective on May 9, 2016 (File No. 333-210391) (the
Registration Statement), and the base prospectus contained
therein. The Company will file a prospectus supplement and the
accompanying prospectus with the SEC in connection with the sale
of the securities.
The Warrants and the shares issuable upon exercise of the
Warrants are being sold and issued without registration under the
Securities Act of 1933, as amended (the Securities Act), in
reliance on the exemptions provided by Section 4(a)(2) of the
Securities Act as transactions not involving a public offering
and Rule 506 promulgated under the Securities Act as sales to
accredited investors, and in reliance on similar exemptions under
applicable state laws.
Rodman Renshaw (Rodman), a unit of H.C. Wainwright Co. LLC, has
acted as the exclusive placement agent in connection with the
offering to an engagement letter (the Engagement Letter) between
the Company and Rodman dated as of May 10, 2017. to the
Engagement Letter, Rodman agreed to serve as the exclusive agent,
advisor or underwriter in any offering of the Companys
securities. The parties agreed that Rodmans assistance in an
offering would be on a reasonable best efforts basis. At the
closing of the offering, the Company agreed to pay Rodman a cash
fee equal to 10% of the first $3 million of gross proceeds raised
by the Company. Rodman is also entitled to a tail fee in
connection with offerings consummated by the Company within 18
months of the termination of the Engagement Letter with respect
to investors whom Rodman introduced to the Company during the
term of the Engagement Letter. The Company also has agreed to pay
Rodman $60,000 for non-accountable expenses plus additional
reimbursable amount for certain clearing expenses up to $10,000.
In addition, the Company has agreed to provide indemnification to
Rodman against certain liabilities. The term of the Engagement
Letter is two months, unless the parties agree to extend the
term.
The forms of the Purchase Agreement and the Warrant, as well as
the Engagement Letter, are filed as Exhibits 10.1, 10.2 and 10.3,
respectively, to this Current Report on Form 8-K. The foregoing
summaries of the terms of these documents are subject to, and
qualified in their entirety by, such documents, which are
incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information contained above in Item 1.01 related to the
Warrants is hereby incorporated by reference into this Item 3.02.
| Item 8.01 | Other Events. |
On May 10, 2017, the Company issued a press release regarding the
transactions described above under Item 1.01 of this Current
Report on Form 8-K. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Items 8.01 of this Current Report on Form
8-K, including Exhibit 99.1 attached hereto, shall not be deemed
filed for purposes of Section 18 of the United States Securities
Exchange Act of 1934 (the Exchange Act) or otherwise subject to
the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the United States
Securities Act of 1933 or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits: |
| (d) | Exhibits |
| 5.1 | Form of Legal Opinion of Mazzeo Song P.C. | |
| 10.1 | Form of Securities Purchase Agreement dated May 10, 2017. | |
| 10.2 | Form of Common Stock Warrant. | |
| 10.3 | Engagement Letter, dated May 10, 2017. | |
| 99.1 | Press Release, dated May 10, 2017. |
(S)
MEDICAL TRANSCRIPTION BILLING, CORP. (NASDAQ:MTBCP) Recent Trading Information
MEDICAL TRANSCRIPTION BILLING, CORP. (NASDAQ:MTBCP) closed its last trading session down -0.39 at 25.00 with 2,617 shares trading hands.