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): June 13, 2024

 

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.)

 

One Glenwood Drive, 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 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 checkmark 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On June 13, 2024, Marti Beller (Lazear) submitted notice of her resignation as a member of the Board of Directors (the “Board”) of Issuer Direct Corporation (the “Company”), including all applicable Committees of the Board, effective immediately. Ms. Beller was the Chairperson of the Board’s Compensation Committee. A copy of Ms. Beller’s resignation letter dated June 13, 2024 is attached hereto as Exhibit 17.1.

 

On June 13, 2024, Michael Nowlan submitted notice of his resignation as a member of the Board of the Company, including all applicable Committees of the Board, effective immediately. Mr. Nowlan was the Chairperson of the Board and a member of the Board’s Audit Committee. A copy of Mr. Nowlan’s resignation letter dated June 13, 2024 is attached hereto as Exhibit 17.2.

 

The Company and the Board intend to appoint new members of the Board as soon as practical.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

 

 

 

17.1

 

Resignation letter of Marti Beller (Lazear) dated June 13, 2024.

17.2

 

Resignation letter of Michael Nowlan dated June 13, 2024.

104

 

Cover page Interactive Data File (embedded within the Inline XBRL document)

 

 

2

 

  

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: June 18, 2024

By:

/s/ Brian R. Balbirnie

 

 

 

Brian R. Balbirnie

Chief Executive Officer

 

 

 

3

 

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Cover
Jun. 13, 2024
Cover [Abstract]  
Entity Registrant Name Issuer Direct Corporation
Entity Central Index Key 0000843006
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company false
Document Period End Date Jun. 13, 2024
Entity File Number 1-10185
Entity Incorporation State Country Code DE
Entity Tax Identification Number 26-1331503
Entity Address Address Line 1 One Glenwood Drive
Entity Address Address Line 2 Suite 1001
Entity Address City Or Town Raleigh
Entity Address State Or Province NC
Entity Address Postal Zip Code 27603
City Area Code 919
Local Phone Number 481-4000
Security 12b Title Common Stock, par value $0.001
Trading Symbol ISDR
Security Exchange Name NYSE
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
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