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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): August 17, 2018
(August 17, 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 1.01 Entry into a Material Definitive Agreement.
On August 17, 2018, Issuer Direct Corporation, a Delaware
corporation (the “Company”), entered into an
Underwriting Agreement (the “Underwriting Agreement”)
with Northland Securities, Inc. (the “Underwriter”),
relating to the issuance and sale (the “Offering”) of
806,451 shares (the “Shares”) of the Company’s
common stock, par value $0.001 per share (the “Common
Stock”), at a price to the public of $15.50 per share.
In addition, the Company granted the Underwriter a 30-day option to
purchase up to an additional 120,967 shares of its Common Stock to cover
over-allotments, if any. All shares of Common Stock sold in the
offering are being sold by the Company. The Company expects to
close the offering on or about August 21, 2018 (the “Closing
Date”), subject to the satisfaction of customary closing
conditions.
The Company anticipates that the aggregate gross proceeds from the
Offering will be approximately $12.5 million, excluding any
exercise of the Underwriter’s option to purchase additional
shares of Common Stock. Pursuant to the terms of the Underwriting
Agreement, on the closing date, the Company anticipates receiving
net proceeds of approximately $11.6 million, after deducting the
underwriting discounts and commissions and other offering expenses
payable by the Company.
Following the issuance of the Shares on the Closing Date, the
Company will have 3,913,223 shares of Common Stock outstanding
(assuming no exercise of the Underwriter's option to purchase
additional shares in full).
The Offering was conducted pursuant to a prospectus supplement
dated August 17, 2018, and an accompanying base prospectus dated
August 13, 2018, pursuant to the Company’s effective
registration statement on Form S-3 (File
No. 333-226530).
The opinion of Quick Law Group PC regarding the validity of the
Shares is filed herewith as Exhibit 5.1.
The Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriter, including for liabilities under the Securities Act of
1933, as amended, other obligations of the parties, and termination
provisions.
Pursuant to the Underwriting Agreement, subject to certain
exceptions, the Company, as well as its directors, officers and
certain significant stockholders, have each agreed for a period of
90 days after the date of the final prospectus supplement filed in
connection with the Offering not to sell or otherwise dispose of
any of the Company’s securities held by them without first
obtaining the written consent of the Underwriter.
The foregoing is only a brief description of the material terms of
the Underwriting Agreement, does not purport to be a complete
description of the rights and obligations of the parties
thereunder, and is qualified in its entirety by reference to the
Underwriting Agreement that is filed as Exhibit 1.1 to this Current
Report on Form 8-K and incorporated by reference
herein.
The Underwriting Agreement has been attached hereto as an exhibit
to provide investors and security holders with information
regarding its terms. It is not intended to provide any other
factual information about the Company. The representations,
warranties and covenants contained in the Underwriting Agreement
were made only for purposes of the Underwriting Agreement and as of
specific dates, were solely for the benefit of the parties to the
Underwriting Agreement, and may be subject to limitations agreed
upon by the contracting parties, including being qualified by
confidential disclosures exchanged between the parties in
connection with the execution of the Underwriting
Agreement.
Item 8.01. Other
Events.
On August 16, 2018, the Company issued a press release announcing
the Offering, and on August 17, 2018, the Company issued a press
release announcing the pricing of the Offering. Copies of the press
releases are attached hereto as Exhibits 99.1 and 99.2,
respectively, and are incorporated herein by
reference.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
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: August 17,
2018
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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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