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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 4, 2018
(November 28, 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
November 28, 2018, Issuer Direct
Corporation, a Delaware corporation (the “Company”),
entered into a Stock Repurchase Agreement (the “Repurchase
Agreement”) 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. The Company expects the closing of the transaction and the
return of the Repurchased Shares to occur no later than December 7,
2018. The Company will file an additional Current Report of
Form 8-K to report the occurrence and date of the
closing.
The Stockholder agreed to provide 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 (as defined in the Repurchase Agreement). The
Company intends to retire all of the Repurchased
Shares.
The
foregoing description of the Repurchase Agreement does not purport
to be complete and is qualified in its entirety by reference to the
full text of the Repurchase Agreement which is attached as Exhibit
10.1 to this Current Report on Form 8-K and incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
Stock
Repurchase Agreement dated November 28, 2018 between Issuer Direct
Corporation and EQS Group AG.
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 4, 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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