8-K

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	1-10185	26-1331503
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

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 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

99.1

Press release issued by Issuer Direct Corporation dated December 6, 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.

	Issuer Direct Corporation
Date: December 6, 2018	By:	/s/  Brian R. Balbirnie
		Brian R. Balbirnie
		Chief Executive Officer

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EX-99.1

Exhibit 99.1

Issuer Direct Repurchases 215,118 Shares in a Private Transaction

Reduces Outstanding Shares by Approximately 5%

MORRISVILLE, NC / ACCESSWIRE / December 6, 2018 / Issuer Direct Corporation (NYSE MKT:ISDR) the (“Issuer Direct” or the “Company”), a market leader and innovator of disclosure management solutions and targeted communications, today announced that it has repurchased 215,118 shares of Issuer Direct’s common stock in a privately-negotiated transaction at a price of $12.25 per share, or an aggregate purchase price of $2.635 million, from EQS Group AG (“EQS”). This one-time authorization by Issuer Direct’s Board of Directors was funded from the Company’s cash on hand prior to the recent public offering.

“Based on recent public filings, we became aware that EQS was actively liquidating a significant portion of its holdings in Issuer Direct, which presented an opportunity to repurchase a large position in Issuer Direct at what we believe is a favorable price. As such, our Board of Directors felt it was in the best interest of our shareholders to enter into a transaction to acquire EQS’ entire remaining position,” said Brian R. Balbirnie, Chief Executive Officer. “With a strong balance sheet and historical trends of positive cash flow from operations, we believe our company has ample resources to invest in opportunities to further expand and diversify our business to best serve shareholders into the future and we continue to believe in our long-term growth prospects and continued business fundamentals.”

The Company intends to retire all of the repurchased shares. The Company does not intend to repurchase any other shares of its common stock, either in open market purchases or privately-negotiated transactions, in the near future.

About Issuer Direct Corporation:

Issuer Direct® is an industry-leading communications and compliance company focusing on the needs of corporate issuers. Issuer Direct's principal platform, Platform id., empowers users by thoughtfully integrating the most relevant tools, technologies, and services, thus eliminating the complexity associated with producing and distributing financial and business communications. Headquartered in RTP, NC, Issuer Direct serves more than 2,500 public and private companies in more than 18 countries. For more information, please visit www.issuerdirect.com.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Statements preceded by, followed by or that otherwise include the words "believe," "anticipate," "estimate," "expect," "intend," "plan," "project," "prospects," "outlook," and similar words or expressions, or future or conditional verbs, such as "will," "should," "would," "may," and "could," are generally forward-looking in nature and not historical facts. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance, or achievements to be materially different from any anticipated results, performance, or achievements. The Company disclaims any intention to, and undertakes no obligation to, revise any forward-looking statements, whether as a result of new information, a future event, or otherwise. For additional risks and uncertainties that could impact the Company's forward-looking statements, please see the Company's Annual Report on Form 10-K/A for the year ended December 31, 2017, including but not limited to the discussion under "Risk Factors" therein, which the Company will file with the SEC and which may be viewed at http://www.sec.gov/.

 For Further Information:

Issuer Direct Corporation 

Brian R. Balbirnie 

919-481-4000 

brian.balbirnie@issuerdirect.com

Brett Maas 

Hayden IR 

(646) 536-7331 

brett@haydenir.com

James Carbonara 

Hayden IR 

(646)-755-7412 

james@haydenir.com

SOURCE: Issuer Direct Corporation