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    Issuer Direct Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

    6/18/24 5:25:36 PM ET
    $ISDR
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    isdr_8k.htm
    0000843006false00008430062024-06-132024-06-13iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

     

    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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