SEC Comment Letter for CareCloud, Inc. (CCLD, CCLDO) (CIK 0001582982) (CCLD) — Apr 11, 2016
CareCloud, Inc. (CCLD, CCLDO) (CIK 0001582982)
Date: April 11, 2016 · CIK: 0001582982 · Accession: 0000000000-16-071632
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File numbers found in text: 333-210391
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Mail Stop 4561 April 11, 2016 Mahmud Haq Chief Executive Officer Medical Transcription Billing, Corp. 7 Clyde Road Somerset, New Jersey 08873 Re: Medical Transcription Billing, Corp. Registration Statement on Form S-3 Filed March 24, 2016 File No. 333-210391 Dear Mr. Haq : We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our com ments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, w e may have additional comments. General 1. It appears you are registering this offering in reliance on General Instruction I.B.6 to Form S-3. If so, please provide the disclosure required by Instruction 7 to General Instruction I.B.6 to Form S -3. If not , please tell us which instruction to Form S -3 you are relying on to register this offering. Facing Page Calculation of Registration Fee 2. Please revise to indicate that the total p roposed maximum aggregate offering p rice is $20 million. Also revise the cover page to indicate the maximum offering size. See Item 501(b)(2) of Regulation S -K. Mahmud Haq Medical Transcription Billi ng, Corp. April 11, 2016 Page 2 Part II Information Not Required in Prospectus Item 16. Exhibits an d Financial Statement Schedules Exhibit 23.3 3. It appears that the c onsent of Grant Thornton (Canada) LLP should refer to the Form 8 -K filed on September 24, 2015. Please revise or advise. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement , please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the declaration of effectiveness as a defense i n any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rule 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Mahmud Haq Medical Transcription Billi ng, Corp. April 11, 2016 Page 3 Please contact Ji Shin , Attorney -Advisor, at (202) 551 -3579 or me at (202) 551 -3735 with any other questions. Sincerely, /s/ Barbara C. Jacobs Barbara C. Jacobs Assistant Director Office of Information Technologies and Services cc: David S. Song , Esq. Mazzeo Song P.C.