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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): August 27, 2018
(August 27, 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 8.01. Other
Events.
As
previously disclosed in a Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 17, 2018 (the
“Initial 8-K”), Issuer Direct Corporation, a Delaware
corporation (the “Company”), entered into an
Underwriting Agreement (the “Underwriting Agreement”)
on August 17, 2018 with Northland Securities, Inc. (the
“Underwriter”), relating to the issuance and sale (the
“Offering”) of 806,451 shares (the “Initial
Shares”) of the Company’s common stock, par value
$0.001 per share (the “Common Stock”), at a price to
the public of $15.50 per share. In addition, the Company granted
the Underwriter a 30-day option to purchase up to an additional
120,967 shares of its Common Stock to cover over-allotments (the
“Additional Shares”).
On
August 21, 2018, the Company completed the issuance and sale of the
Initial Shares. On August 23, 2018, the Underwriter notified the
Company of its intention to exercise its over-allotment option to
purchase the Additional Shares. On August 27, 2018, the Company
completed the issuance and sale of the Additional
Shares.
As a
result, the aggregate gross proceeds from the Offering were
approximately $14.4 million and the Company expects net proceeds of
approximately $13.3 million, after deducting the underwriting
discounts and commissions and other offering expenses payable by
the Company.
Following
the issuance of the Initial Shares and Additional Shares, the
Company has 4,034,190 shares of Common Stock
outstanding.
Additional
information regarding the Offering and the Underwriting Agreement
is contained in the Initial 8-K.
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:
August 27, 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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