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): March 16, 2020 (March 13, 2020)
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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.) |
1 Glenwood Ave, Suite 1001, Raleigh NC 27603
(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 March 13, 2020, the Board of Directors of Issuer Direction Corporation, a Delaware corporation (the “Company”), authorized an increase to its previously announced share repurchase program such that the Company may now repurchase up to $2 million of its common stock (the “Repurchase Program”). As of March 13, 2020, the Company has previously repurchased 79,070 shares of common stock for approximately $800,000.
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 3,793,400 shares of common stock outstanding as of March 13, 2020.
On March 16, 2020, 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 March 16, 2020. |
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: March 16, 2020 | By: | /s/ Brian R. Balbirnie | | |
| | | Brian R. Balbirnie | | |
| | | Chief Executive Officer | | |
| | | | | |
| | | | | |
EXHIBIT INDEX
| Exhibit No. | | Description |
| | | |
| | Press Release issued by the Company on March 16, 2020. |
