UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
 
FORM 8-K
______________
 
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 7, 2019 (August 6, 2019)
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Issuer Direct Corporation
(Exact name of registrant as specified in its charter)
______________
 
Delaware
 
1-10185
 
26-1331503
(State or other jurisdiction
 
(Commission
 
(I.R.S. Employer
of incorporation)
 
File Number)
 
Identification No.)
 
500 Perimeter Park Drive 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:
 
☐ 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
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. ☐
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001
ISDR
NYSE American
 

 
 
 
Item 8.01.   — Other Events.
 
On August 6, 2019, the Board of Directors of Issuer Direction Corporation, a Delaware corporation (the “Company”), authorized a share repurchase program under which the Company may repurchase up to $1 million of its common stock (the “Repurchase Program”)
 
Under the Repurchase Program, the Company may repurchase shares in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The extent and timing of repurchases, if any, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations as determined by the Company’s management. The Repurchase Program may be extended, suspended, or discontinued at any time. The Company expects to fund the Repurchase Program from its existing cash flows from operations. The Company had 3,862,568 shares of common stock outstanding as of August 1, 2019.
 
On August 7, 2019, the Company issued a press release announcing the Repurchase Program. 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:
 
Exhibit No.
 
Description
 
 
 
 
Press Release issued by the Company on August 7, 2019.
 

 
 
 
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: August 7, 2019
By:
/s/ Brian R. Balbirnie
 
 
 
 
Brian R. Balbirnie
 
 
 
 
Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EXHIBIT INDEX
 
Exhibit No.
 
Description
 
 
 
 
Press Release issued by the Company on August 7, 2019.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Blueprint
 
Issuer Direct Announces $1 Million Share Repurchase Program
 
MORRISVILLE, NC / ACCESSWIRE / August 7, 2019 / Issuer Direct Corporation (NYSE American: ISDR) (“Issuer Direct” or the "Company"), an industry-leading communications and compliance company, today announced that its Board of Directors has authorized a share repurchase program under which the Company may repurchase up to $1 million of its common shares.
 
“The repurchase plan demonstrates the Board of Directors and management team’s confidence in our future and our commitment to providing value to our shareholders,” stated Brian R. Balbirnie, Chief Executive Officer. “Our solid balance sheet and recurring cash flow from operations enables us to implement this repurchase program while continuing to invest in opportunities that will fuel long-term growth, including pursuing attractive acquisition candidates.” 
 
Under this share repurchase program, Issuer Direct may repurchase shares in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The extent and timing of repurchases, if any, will depend upon a variety of factors, including market conditions, regulatory requirements and other corporate considerations as determined by the Company’s management. The repurchase program may be extended, suspended, or discontinued at any time. The Company expects to fund the repurchase program from its existing cash flows from operations. The Company had 3,862,568 shares of common stock outstanding as of August 1, 2019.
 
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 Raleigh, NC, Issuer Direct serves more than 4,000 public and private companies in more than 18 countries on an annual basis. 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 for the year ended December 31, 2018, including but not limited to the discussion under ''Risk Factors'' therein, which the Company 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
 
Hayden IR
Brett Maas
(646) 536-7331
brett@haydenir.com
 
Hayden IR
James Carbonara
(646)-755-7412
james@haydenir.com
 
SOURCE: Issuer Direct Corporation