Item 1.01 Entry into a Material Definitive Agreement
Agreement and Plan of Merger
On January 8, 2020, MTBC, Inc. (the "Company") entered into an Agreement and
Plan of Merger (the "Merger Agreement") with CareCloud Corporation, a Delaware
corporation ("CareCloud"), MTBC Merger Sub, Inc., a Delaware corporation and
wholly owned subsidiary of the Company ("Merger Sub") and Runway Growth Credit
Fund Inc. ("Runway"), solely in its capacity as a seller
representative, pursuant to which Merger Sub will merge with and into CareCloud
(the "Merger"), with CareCloud surviving as a wholly owned subsidiary of the
Company. The Merger became effective simultaneously with the execution of the
Merger Agreement. At the Merger effective time (the "Effective Time"), CareCloud
will be the surviving corporation of the Merger and wholly owned subsidiary of
the Company.
The total consideration for the Merger paid at closing was $17 million in cash
and 760,000 shares of the Company's 11% Series A Cumulative Redeemable Perpetual
Preferred Stock. The Merger Agreement provides that if CareCloud's 2020 revenues
exceed $36 million, there will be an earn-out payment to the seller equal to
such excess, up to $3 million. Additional consideration included warrants to
purchase 2,000,000 shares of the Company's common stock, 1,000,000 of which has
an exercise price per share of $7.50 and a term of two years, and the second
million of which has an exercise price per share of $10.00 and a term of three
years.
The cash consideration will be used to repay CareCloud's bank and other
indebtedness, current liabilities and transaction expenses, and the remaining
cash consideration will be paid to the seller. At closing, CareCloud will have a
net working capital of approximately zero. Of the stock consideration, 160,000
shares will be held in escrow for up to 24 months, and an additional 100,000
shares will be held in escrow for up to 18 months, in both cases, to satisfy
indemnification obligations of the seller for losses arising from certain
specified contingent liabilities. Shares net of such losses will be released
upon joint instruction of the Company and Runway in accordance with the
applicable escrow period.
Consummation of the Merger was subject to certain customary conditions,
including, without limitation, the adoption of the Merger Agreement and approval
of the Merger by the affirmative vote or consent of the holders of (i) a
majority of the outstanding shares of CareCloud's Series A-1 Preferred Stock,
voting together on an as-converted to common stock basis, and (ii) a majority of
the outstanding shares of CareCloud's Class A Common Stock and the Series A-1
Preferred Stock, voting together on an as-converted to common stock basis.
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The parties to the Merger Agreement have each made customary representations and
warranties in the Merger Agreement. In connection with the Merger Agreement, the
Company has obtained representations and warranties insurance coverage of up to
$6 million to insure against losses arising from breach of representations and
warranties under the Merger Agreement.
The Company's preferred stock and warrants being issued as part of the Merger
consideration are being issued in a transaction exempt from registration under
the Securities Act of 1933, as amended (the "Securities Act"). The Company has
agreed that, as soon as practicable after the completion of CareCloud's 2019
financial statements audit, the Company will register for resale under the
Securities Act the preferred stock and the securities underlying the warrants.
The foregoing summary of the Merger Agreement does not purport to be complete
and is qualified in its entirety by reference to the Merger Agreement, a copy of
which is filed as Exhibit 2.1 to this report and incorporated herein by
reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On January 8, 2020, CareCloud became a wholly owned subsidiary of the Company as
a result of the merger of Merger Sub, with and into CareCloud, with CareCloud
surviving the Merger as a wholly owned subsidiary of the Company. The Merger was
effected pursuant to the Merger Agreement. Following the Merger, the Company
will own a subsidiary that owns and operates cloud-based practice management,
electronic health record, and medical billing software and services.
The information provided above in "Item 1.01 - Entry into a Material Definitive
Agreement" of this Current Report on Form 8-K is incorporated by reference into
this Item 2.01.
Item 3.02 Unregistered Sales of Equity Securities.
The information provided above in "Item 1.01 - Entry into a Material Definitive
Agreement" and "Item 2.01 - Completion of Acquisition or Disposition of Assets"
of this Current Report on Form 8-K is incorporated by reference into this Item
3.02.
Item 8.01 Other Events.
On January 8, 2020, the Company issued a press release announcing the entry into
the Merger Agreement. A copy of the press release is attached as Exhibit 99.1
and is incorporated by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
2.1 Merger Agreement by and between MTBC, Inc., CareCloud, Inc., MTBC Merger
Sub, Inc., and Runway Growth Credit Fund Inc., dated January 8, 2020.
99.1 Press release dated January 8, 2020
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