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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 1
TO
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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): March
15, 2019 (January 3, 2019)
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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):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Indicate
by check mark whether the registrant
is an emerging growth company as defined in 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 checkmark 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 2.01. Completion of Acquisition or Disposition of
Assets.
On
January 3, 2019, Issuer Direct Corporation, a Delaware corporation
(the “Company”) entered into an Asset Purchase
Agreement with Onstream Media Corporation, a Florida corporation
(the “Seller”), whereby the Company purchased certain
assets related primarily to customer accounts, intellectual
property, lease deposits and assumed certain existing contractual
obligations related primarily to data processing and storage,
bandwidth and facility leases relating to the webcasting business
of the Seller (the “Acquisition”).
On
January 3, 2019, the Company filed a Current Report on Form 8-K
regarding the Acquisition and stated that the financial statements
and pro forma financial information required under Item 9.01 of
Form 8-K would be filed within 75 days of the date of the Current
Report on Form 8-K, which is 71 days after the date on which the
Current Report on Form 8-K was required to be filed. This amended
Current Report on Form 8-K contains the required financial
statements and pro forma financial information relating to the
Acquisition.
Item
9.01. Financial Statements and Exhibits.
(a) Audited
consolidated financial statements of business
acquired.
Audited
Statement of Assets Acquired and Liabilities Assumed of the
VisualWebcaster Platform of Onstream Media Corporation as of
January 3, 2019 are attached hereto as Exhibit 99.1.
Audited
Special Purpose Statement of Revenues and Direct Expenses of the
VisualWebcaster Platform of Onstream Media Corporation for the year
ended September 30, 2018 are attached hereto as Exhibit
99.2.
Pursuant to a
letter dated December 10, 2018 from the Securities and Exchange
Commission’s Division of Corporation Finance (the
“SEC”), the SEC permitted the Company to substitute
abbreviated financial statements of the acquired assets and
liabilities assumed rather than the full financial statements
required by Rule 3-05 of Regulations S-X (“Rule 3-05”)
as well as present such abbreviated financial statements based on
an allocation of the Company’s purchase price as of the
acquisition date in lieu of as of the end of each period required
to be provided under Rule 3-05. Additionally, the SEC permitted the
Company to omit the abbreviated financial statements for the year
ended September 30, 2017 as would have otherwise been required by
Rule 3-05.
(c) Unaudited pro forma financial
information.
The
unaudited pro forma financial information for the Company after
giving effect to the acquisition of the VirtualWebcaster Platform
of Onstream Media Corporation and adjustments as described in such
pro forma financial information for the year ended December 31,
2018 are attached hereto as Exhibit 99.3.
(d) Exhibits
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Exhibit No.
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Description
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Consent of Independent Registered Public
Accounting Firm related to the Statement of Assets Acquired and
Liabilities Assumed of the VisualWebcaster Platform of
Onstream Media Corporation.
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Consent of Independent Registered Public
Accounting Firm related to the Special Purpose Statement of
Revenues and Direct Expenses of the VisualWebcaster Platform
of Onstream Media Corporation.
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Audited
Statement of Assets Acquired and Liabilities Assumed of the
VisualWebcaster Platform of Onstream Media Corporation as of
January 3, 2019.
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Audited
Special Purpose Statement of Revenues and Direct Expenses of the
VisualWebcaster Platform of Onstream Media Corporation for the year
ended September 30, 2018.
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Unaudited
pro forma financial information for Issuer Direct Corporation after
giving effect to the acquisition of the VisualWebcaster Platform of
Onstream Media Corporation and adjustments as described in such pro
forma financial information for the year ended December 31,
2018.
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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: March
15, 2019
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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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