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): February 21, 2023 (February 20, 2023)
HealthStream, Inc.
(Exact name of Registrant as Specified in Its Charter)
Tennessee | 000-27701 | 62-1443555 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | | |
500 11th Avenue North, Suite 1000, Nashville, Tennessee | | 37203 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: 615-301-3100
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 $0.00) | HSTM | Nasdaq |
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 Instructions 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 2.02 Results of Operations and Financial Condition.
On February 20, 2023, HealthStream, Inc. (the “Company”) issued a press release announcing results of operations for the fourth quarter and full year ended December 31, 2022 and provided guidance for the full year 2023, the text of which is set forth in Exhibit 99.1.
Item 7.01 Regulation FD Disclosure
On February 20, 2023, the Company issued a press release announcing results of operations for the fourth quarter and full year ended December 31, 2022 and provided guidance for the full year 2023, the text of which is set forth in Exhibit 99.1.
Item 8.01 Other Events.
On February 20, 2023, we announced that our Board of Directors adopted a quarterly cash dividend policy, with an initial quarterly dividend of $0.025 per share, with the initial dividend being payable on April 28, 2023 to holders of record on April 17, 2023, and expected aggregate fiscal 2023 dividends of approximately $3.0 million.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | | Description |
| 99.1* | | |
| | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Exhibit Index
Exhibit Number | | Description |
| 99.1* | | |
| | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 thereunto duly authorized.
| | | HealthStream, Inc. |
| | | | |
| Date: February 21, 2023 | | By: | /s/ Scott A. Roberts |
| | | | Scott A. Roberts |
| | | | Chief Financial Officer |
