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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): December 6, 2018
(December 5, 2018)
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Issuer Direct Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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1-10185
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26-1331503
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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500 Perimeter Park, Suite D, Morrisville, North Carolina
27560
(Address of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (919)
481-4000
N/A
(Former name or former address, if changed since last
report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth company ☐
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 pursuant to Section 13(a) of the Exchange
Act. ☐
Item 8.01. Other
Events.
As
previously reported on the Current Report on Form 8-K filed with
the Securities and Exchange Commission on December 4, 2018 (the
“Original Form 8-K”),
Issuer Direct Corporation, a Delaware corporation (the
“Company”), entered into a Stock Repurchase Agreement
(the “Repurchase Agreement”) dated November 28, 2018
with EQS Group AG (the “Stockholder”) whereby the
Company agreed to repurchase 215,118 shares (the “Repurchased
Shares”) of the Company’s common stock, par value
$0.001, from the Stockholder for a per share purchase price of
$12.25, or an aggregate purchase price of $2.635
million.
On December 5, 2018 (the “Closing Date”), the
transaction closed and the Company acquired the Repurchased
Shares.
The Stockholder provided the Company certain representations and
warranties as part of the Repurchase Agreement, including that the
Repurchased Shares represent all of the equity held in the Company,
either directly or indirectly, by the Stockholder (including any
contingent rights to acquire equity) as of the Closing Date. The
Company intends to retire all of the Repurchased
Shares.
A copy
of the Repurchase Agreement is attached as Exhibit 10.1 to the
Original Form 8-K.
On December 6, 2018, the Company issued a press release announcing
the Repurchase Agreement. A copy of the press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item
9.01. Financial Statements and
Exhibits.
(d) Exhibits
Press release
issued by Issuer Direct Corporation dated December 6,
2018.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
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Issuer Direct Corporation
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Date:
December 6, 2018 |
By:
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/s/
Brian
R. Balbirnie
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Brian
R. Balbirnie |
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Chief Executive
Officer |
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