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): 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 3,793,400shares 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
99.1	Press Release issued by the Company on March 16, 2020.

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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: March 16, 2020	By:	/s/ Brian R. Balbirnie
		Brian R. Balbirnie
		Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by the Company on March 16, 2020.

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EX-99.1

Exhibit 99.1

Issuer Direct Increases Its Share Repurchase Program

RALEIGH, NC / ACCESSWIRE / March 16, 2020 / 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 increased the previously announced share repurchase program. Issuer Direct may now repurchase up to $2 million of its common shares.

“The increase to our repurchase program demonstrates the Board of Directors and management team’s confidence in our long term business 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 continue this repurchase program while continuing to invest in opportunities that will fuel long-term growth.”

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 3,793,400 shares of common stock outstanding as of March 13, 2020. As of March 13, 2020, the Company has previously repurchased 79,070 shares of common stock for approximately $800,000.

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 thousands of public and private companies globally. 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, 2019, 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/.

CONTACT:

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