SEC Form SC 13D/A filed by Issuer Direct Corporation (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 5)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See 240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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SCHEDULE 13D

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⁽¹⁾ This number does not include 3,583 shares of the Issuer’s common stock which were granted as restricted stock units on June 7, 2023 in consideration of the Reporting Person’s continued service as a member of the Issuer’s Board of Directors and vest as follows: on the earlier of (i) the date of the Issuer’s 2024 annual meeting of stockholders (but only if the Reporting Person ceases to be a member of the Board of Directors at such annual meeting as a result of not standing for re-election or not being re-elected) or (ii) June 7, 2024.  In the event of a Corporate Transaction (as defined in the Issuer’s 2023 Equity Incentive Plan, as amended), the restricted stock units shall immediately become vested.  The Reporting Person must be a member of the Board of Directors as of the vesting date.

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Item 1. Security and Issuer

This statement on Schedule 13D (this “Statement”) relates to the common stock, par value $0.001 per share (the “Common Stock”) of Issuer Direct Corporation (the “Issuer”), with its principal executive offices located at 1 Glenwood Avenue, Suite 1001, Raleigh NC 27603.

Item 2. Identity and Background

Item 2 (a) - (c) and (f). This statement is being filed by the following persons:

Yorkmont Capital Partners, LP, a Texas limited partnership;

Yorkmont Capital Management, LLC, is a Texas limited liability company; and

Graeme P. Rein (Mr. Rein), is a citizen of the United States of America.

Yorkmont Capital Partners, LP is a private investment vehicle engaged in the business of investing in securities. Graeme P. Rein is the managing member of Yorkmont Capital Management, LLC, which is the general partner of Yorkmont Capital Partners, LP. The business address and principal executive offices of the each of the Reporting Persons is 2313 Lake Austin Blvd., Suite 202, Austin, TX 78703.

Item 2 (d)-(e). During the last five years, none of the Reporting Persons have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Considerations

The shares owned by Yorkmont Capital Partners, LP were purchased with working capital of the fund. Of the shares held by Mr. Rein, 50,000 were purchased with personal funds held in Mr. Rein’s brokerage account and 5,041 were received as restricted stock units for service on the Board of Directors. The aggregate purchase price of the 237,553 shares beneficially owned is approximately $1,663,765. No borrowed funds were used in the purchases.

Item 4. Purpose of Transaction

The Reporting Persons originally acquired the Common Stock subject to this Schedule 13D for investment purposes. The Reporting Persons will review their investments in the Common Stock on a continuing basis, and, subject to applicable law and regulation and depending upon certain factors, including, without limitation, the financial performance of the Issuer, the availability and price of the Common Stock, and other general market and investment conditions, the Reporting Persons may determine to:

- acquire additional Common Stock through open market purchases or otherwise;

- sell Common Stock through the open market or otherwise; or

- otherwise engage or participate in a transaction with the purpose or effect of changing or influencing the control of the Company.

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Such transactions may take place at any time and without prior notice. There can be no assurance, however, that any Reporting Person will take any such actions.

Item 5. Interest in Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Mr. Rein has been appointed to the Company’s Board of Directors.

The relationships between Mr. Rein, Yorkmont Capital Management, LLC, and Yorkmont Capital Partners, LP are described above under Item 2.

Item 7. Material to Be Filed as Exhibits

Not applicable

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

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CUSIP No.  96327X101

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13D/A dated January 4, 2024 with respect to the shares of Common Stock of Issuer Direct Corporation and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13(d)-1(k)(1) under the Securities Exchange Act of 1934, as amended.