As filed with the Securities and Exchange Commission on May 10,
2017
Registration No. 333-___________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
ISSUER DIRECT CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
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2750
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26-1331503
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(State
or jurisdiction of
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(Primary
Standard Industrial
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(I.R.S.
Employer
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incorporation
or organization)
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Classification
Code Number)
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Identification
No.)
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500 Perimeter Park Drive, Suite D
Morrisville, North Carolina 27560
(919) 481-4000
(Address
and telephone number of principal executive offices and principal
place of business)
Copies
to:
Jeffrey M. Quick
QUICK LAW GROUP PC
1035
Pearl Street, Suite 403
Boulder,
Colorado 80302
Telephone:
(720) 259-3393
Facsimile:
(303) 845-7315
Approximate date of proposed sale to the public:
From time
to time after the effective date of this registration
statement.
If any
of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box.
If this
Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering.
If this
Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same
offering.
If this
Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same
offering.
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer”, “smaller reporting company” and "emerging
growth company" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated
filer
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☐
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Smaller reporting company
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☒
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(Do
not check if a smaller reporting company)
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Emerging
growth company
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☐
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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.
☐
CALCULATION OF REGISTRATION FEE
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Title
of each class of
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securities
to be registered
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Common
Stock
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331,770
(1)
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$
11.68
(2)
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$
3,875,074
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$
449.12
(2)
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________________
(1)
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Represents
shares previously issued to Red Oak Partners, LLC, a Delaware
limited liability company (“Red "Oak” or the
“Selling Stockholder”) and affiliates of Red Oak
pursuant to the terms of Securities Purchase Agreement between the
Issuer Direct Corporation and Red Oak Partners dated August 22,
2013 (the “8% Note Purchase Agreement”) and the related
Convertible Subordinated Secured Promissory Note issued by the
Company to Red Oak on August 22, 2013 under the 8% Note Purchase
Agreement.
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(2)
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Calculated
in accordance with Rule 457(c) of the Securities Act, based upon
the average high and low prices reported on the NYSE MKT exchange
on May 5, 2017.
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We hereby amend this registration statement on such date or dates
as may be necessary to delay its effective date until we shall file
a further amendment which specifically states that this
registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act or until the
registration statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said Section
8(a), may determine.
The information in this prospectus is not complete and may be
changed. The Selling Stockholder may not sell these securities
until the registration statement is filed with the Securities and
Exchange Commission and becomes effective. This preliminary
prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 10, 2017
PRELIMINARY PROSPECTUS
331,770 SHARES OF COMMON STOCK
ISSUER DIRECT CORPORATION
This
prospectus relates to the resale of up to 331,770 shares of our
common stock, which may be offered by the Selling Stockholder, Red
Oak Partners, L.P., a Delaware limited partnership, or Red Oak, as
well as certain affiliates of Red Oak set forth on page 9 of this
prospectus (the "Selling Stockholder"). The shares of common stock
being offered by the Selling Stockholder were issued on November
12, 2014 and August 22, 2015 to the Selling Stockholder upon the
conversion of a Convertible Subordinated Secured Promissory Note in
the principal amount of $2,500,000 that we issued to Red Oak on
August 22, 2013 (the "8% Convertible Note"). The 8%
Convertible Note was issued to Red Oak pursuant to the terms of a
Securities Purchase Agreement between the Company and Red Oak dated
August 22, 2013 (the “8% Note Purchase
Agreement”).
We are
not selling any securities under this prospectus and will not
receive any of the proceeds from the resale of shares of our common
stock by the Selling Stockholder under this prospectus, however, we
have received gross proceeds of $2,500,000 from the sale of the 8%
Convertible Note to Red Oak on August 22, 2013.
The
Selling Stockholder may offer all or part of the shares for resale
from time to time through public or private transactions, at either
prevailing market prices or at privately negotiated prices. We
provide more information about how the Selling Stockholder may sell
its shares of common stock in the section titled “Plan of
Distribution” on page 10.
We will pay the expenses incurred in
connection with the offering described in this prospectus, with the
exception of brokerage expenses, fees, discounts and commissions,
which will be paid by the Selling Stockholder.
With respect
to the shares of Common Stock that have been and may be issued
pursuant to the 8% Note Purchase Agreement, the Seller Stockholders
are an “underwriter” within the meaning of Section
2(a)(11) of the Securities Act of 1933, as amended, (the
"Securities Act") and with respect to any other shares of common
stock, the Selling Stockholder may be deemed to be an
“underwriter” within the meaning of Section 2(a)(11) of
the Securities Act.
Our
common stock is quoted on the NYSE MKT, under the symbol
“ISDR”. The last reported sale price of our common
stock on the NYSE MKT on May 5, 2017 was $11.70 per
share.
Investing
in our common stock involves a high degree of risk. Please see the
sections entitled “Risk Factors” on page 8 of this
prospectus and in the documents incorporated by reference in this
prospectus
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or
determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus is [_________], 2017.
TABLE OF CONTENTS
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Page
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PART I - INFORMATION REQUIRED IN PROSPECTUS
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PROSPECTUS
SUMMARY
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6
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RISK
FACTORS
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8
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FORWARD-LOOKING
STATEMENTS
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8
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USE OF
PROCEEDS
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9
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SELLING
STOCKHOLDER
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9
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PLAN OF
DISTRIBUTION
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10
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DESCRIPTION
OF SECURITIES TO BE REGISTERED
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12
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LEGAL
MATTERS
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13
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EXPERTS
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13
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WHERE
YOU CAN FIND MORE INFORMATION
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13
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INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
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13
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ABOUT THIS PROSPECTUS
This
prospectus is a part of a registration statement that we filed with
the Securities and Exchange Commission, or the SEC, utilizing a
“shelf” registration process. Under this shelf
registration process, certain Selling Stockholder may from time to
time sell the shares of common stock described in this prospectus
in one or more offerings.
We have
not authorized anyone to give any information or to make any
representation other than those contained or incorporated by
reference in this prospectus. You must not rely upon any
information or representation not contained or incorporated by
reference in this prospectus. The Selling Stockholder are offering
to sell, and seeking offers to buy, shares of our common stock only
in jurisdictions where it is lawful to do so. This prospectus does
not constitute an offer to sell or the solicitation of an offer to
buy any shares other than the registered shares to which they
relate, nor does this prospectus constitute an offer to sell or the
solicitation of an offer to buy shares in any jurisdiction to any
person to whom it is unlawful to make such offer or solicitation in
such jurisdiction. You should not assume that the information
contained in this prospectus is accurate on any date subsequent to
the date set forth on the front of the document or that any
information we have incorporated by reference is correct on any
date subsequent to the date of the document incorporated by
reference, even though this prospectus is delivered or shares are
sold on a later date.
You
should read this prospectus together with the additional
information described under the headings “Where You Can Find
More Information” and “Incorporation of Certain
Information by Reference.”
This summary description about us and our business highlights
selected information contained elsewhere in this prospectus or
incorporated in this prospectus by reference. This summary does not
contain all of the information you should consider before investing
in our common stock. You should carefully read this entire
prospectus, including each of the documents incorporated herein by
reference, before making an investment decision. Unless the context
indicates or suggests otherwise, references to “we,”
“our,” “us,” the “Company,” or
the “Registrant” refer to Issuer Direct Corporation, a
Delaware corporation.
Issuer Direct Corporation
Overview
Issuer Direct is a market leader and
innovator of
disclosure management solutions,
shareholder communications tools and cloud–based compliance
technologies. We alleviate the complexity of maintaining compliance
with our integrated portfolio of products and services that enhance
companies' ability to efficiently produce and distribute their
financial and business communications both online and in
print. The Company’s core technology, Platform
id.
(formerly our
Disclosure Management System, or DMS) – is a secure
cloud-based communications and compliance system for corporate
issuers, mutual funds, and compliance
professionals.
We work
with a diverse client base in the financial services industry,
including brokerage firms, banks and mutual funds. We
also sell products and services to corporate issuers, professional
firms, such as investor relations and public relations, and the
accounting and the legal communities. Corporate issuers and their
constituents utilize our cloud-based platforms and related services
from document creation all the way to dissemination to regulatory
bodies, platforms and shareholders.
Company Overview
Issuer
Direct Corporation (Issuer Direct Corporation and its subsidiaries
are hereinafter collectively referred to as “Issuer
Direct”, the “Company”, “We” or
“Our” unless otherwise noted). We are a Delaware
corporation formed in October 1988 under the name Docucon
Incorporated. In December 2007, we changed our name to Issuer
Direct Corporation. Our corporate offices are located at 500
Perimeter Park Drive, Suite D, Morrisville, North Carolina,
27560.
Summary of Private Placement
On
August 22, 2013, in connection with and to partially fund the
acquisition and simultaneously with our acquisition of PrecisionIR,
Inc. on the same date, the Company entered into a Securities
Purchase Agreement (the “8% Note Purchase Agreement”)
relating to the sale of $2,500,000 aggregate principal amount of
the Company’s 8% convertible secured promissory note
(“8% Convertible Note”) with Red Oak Partners, LLC
(“Red Oak” or the “Selling Stockholder”).
The 8% Convertible Note paid interest on each of March 31, June 30,
September 30, and December 31, beginning on September 30, 2013, at
a rate of 8% per year. The maturity date of the 8% Convertible Note
was August 22, 2015. On November 10, 2014, Red Oak assigned the 8%
Convertible Note between the Red Oak Fund, LP; Pinnacle
Opportunities, LP; and the Red Oak Long Fund, LP; all of which are
under management by Red Oak.
Beginning immediately upon the date of issuance,
Red Oak or its assignees had the right to convert the 8%
Convertible Note into shares of the Company’s common stock at
a conversion price of $3.99 per share.
On November 12, 2014, Red Oak converted $833,327
of principal and $23,369 of accrued interest payable on the 8%
Convertible Note into 214,710 shares of the Company’s common
stock at the conversion price of $3.99. Following this transaction,
the principal balance of the note was $1,666,673.
Effective August 22, 2015, upon the
maturity of the 8% Convertible Note, Red Oak converted the
remaining $1,666,673 of principal into 417,712 shares of the
Company’s common stock at the conversion price of
$3.99.
THE OFFERING
Selling Stockholder
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The
Selling Stockholder is Red Oak Partners, LLC (“Red
Oak”), including certain affiliated entities of Red
Oak.
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Common stock offered by Selling Stockholder
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331,770
shares of common stock that we issued to the Selling Stockholder on
November 12, 2014 and August 22, 2015 under the 8% Convertible
Note.
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Use of proceeds
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We will
not receive any proceeds from the sale of shares by the Selling
Stockholder. However, we previously received gross proceeds of
$2,500,000 on August 22, 2013 from the sale of the 8% Convertible
Note to Red Oak.
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NYSE MKT Trading Symbol
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ISDR
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Risk Factors
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The
common stock offered hereby involves a high degree of risk and
should not be purchased by investors who cannot afford the loss of
their entire investment. See “Risk
Factors.”
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RISK FACTORS
An
investment in our common stock involves a high degree of risk.
Prior to making a decision about investing in our common stock, you
should carefully consider the risks, uncertainties and assumptions
discussed under Item 1A, “Risk Factors,” in our Annual
Report on Form 10-K for the fiscal year ended December 31,
2016, as updated by our subsequent filings with the Securities and
Exchange Commission, or the SEC, under the Securities Exchange Act
of 1934, as amended, or the Exchange Act, which are incorporated
herein by reference, together with the information in this
prospectus and any other information incorporated by reference into
this prospectus. See the sections of this prospectus entitled
“Where You Can Find More Information” and
“Incorporation of Certain Information by Reference.”
Additional risks and uncertainties not presently known to us or
that we currently deem immaterial may also affect our business,
financial condition or results of operations. The occurrence of any
of these known or unknown risks might cause you to lose all or part
of your investment in our common stock.
FORWARD-LOOKING STATEMENTS
This
prospectus and the information and documents incorporated by
reference in this prospectus contain certain statements that
constitute “forward-looking statements” within the
meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act.
Any or
all of our forward-looking statements included or incorporated by
reference in this prospectus may turn out to be wrong. They can be
affected by inaccurate assumptions by known or unknown risks and
uncertainties. Many factors mentioned in our discussion included or
incorporated by reference in this prospectus will be important in
determining future results. Consequently, no forward-looking
statement can be guaranteed. Actual future results may vary
materially from expected results.
We also
provide a cautionary discussion of risks and uncertainties under
“Risk Factors” in this prospectus. Other factors
besides those discussed could also adversely affect
us.
Without
limiting the foregoing, the words “believe,”
“anticipate,” “plan,” “expect,”
“estimate,” “may,” “will,”
“should,” “could,” “would,”
“seek,” “intend,” “continue,”
“project,” and similar expressions are intended to
identify forward-looking statements. There are a number of factors
and uncertainties that could cause actual events or results to
differ materially from those indicated by such forward-looking
statements, many of which are beyond our control, including the
factors discussed under “Risk Factors” herein. In
addition, the forward-looking statements contained herein represent
our estimate only as of the date of this prospectus and should not
be relied upon as representing our estimate as of any subsequent
date. While we may elect to update these forward-looking statements
at some point in the future, we specifically disclaim any
obligation to do so to reflect actual results, changes in
assumptions or changes in other factors affecting such
forward-looking statements.
USE OF PROCEEDS
Selling
Stockholder may sell all of the common stock offered by this
Prospectus from time-to-time. We will not receive any proceeds from
the sale of those shares of common stock. The Selling Stockholder
will receive all of the proceeds from this offering. We have,
however, received gross proceeds of $2,500,000 from the sale of the
8% Convertible Note to Red Oak.
We have
agreed to pay all costs, expenses and fees relating to the
registration of the shares of our common stock covered by this
prospectus. The Selling Stockholder will pay any brokerage
commissions and/or similar charges incurred in connection with the
sale or other disposition by them of the shares covered
hereby.
SELLING STOCKHOLDER
This
prospectus relates to the possible resale from time to time by the
Selling Stockholder of any or all of the shares of common stock
that have been or may be issued by us to Red Oak under the 8% Note
Purchase Agreement and upon conversion of the 8% Convertible Note.
We are registering the shares of common stock pursuant to the
provisions of the 8% Note Purchase Agreement we entered into with
Red Oak on August 22, 2013, in order to permit the Selling
Stockholder to offer the shares for resale from time to time.
Except for the transactions contemplated by the 8% Convertible Note
and the8% Note Purchase Agreement, Red Oak has not had any material
relationship with us within the past three years, except that on
August 22, 2013, Mr. Sandberg, the managing partner of Red Oak,
became a member of our Board of Directors. Mr. Sandberg resigned as
a member of our Board of Directors on August 18, 2016.
The
table below presents information regarding the Selling Stockholder
and the shares of common stock that it may offer from time to time
under this prospectus. This table is prepared based on information
supplied to us by the Selling Stockholder, and reflects holdings as
of May 5, 2017. As used in this prospectus, the term “Selling
Stockholder” means Red Oak and its affiliates. The number of
shares in the column “Maximum Number of Shares of Common
Stock to be Offered Pursuant to this Prospectus” represents
all of the shares of common stock that the Selling Stockholder may
offer under this prospectus. The Selling Stockholder may sell some,
all or none of its shares in this offering. We do not know how long
the Selling Stockholder will hold the shares before selling them,
and we currently have no agreements, arrangements or understandings
with the Selling Stockholder regarding the sale of any of the
shares.
Beneficial
ownership is determined in accordance with Rule 13d-3(d)
promulgated by the SEC under the Exchange Act, and includes shares
of common stock with respect to which the Selling Stockholder has
voting and investment power. The percentage of shares of common
stock beneficially owned by the Selling Stockholder prior to the
offering shown in the table below is based on an aggregate of
2,929,614 shares of our common stock outstanding on May 5, 2017.
The fourth column assumes the sale of all of the shares offered by
the Selling Stockholder pursuant to this prospectus.
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Number of Shares
of Common Stock OwnedPrior to Offering
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Maximum Number
of Shares of Common Stock to be Offered Pursuant to
this
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Number of Shares
of Common StockOwned After Offering
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Name of Selling
Stockholder
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Red Oak Partners,
LLC
(4)
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331,770
(5)
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11.32
%
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331,770
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0
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0.00
%
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___________
(1)
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This
number represents the 331,770 shares of common stock issued to Red
Oak under the 8% Convertible Note.
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(2)
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Applicable
percentage ownership is based on 2,929,614 shares of our common
stock outstanding as of May 5, 2017.
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(3)
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Assumes
the sale of all shares being offered pursuant to this
prospectus.
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(4)
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The
business address of Red Oak Partner, LLC is 150 E. Palmetto Park
Road, Suite 800, Boca Raton, Florida 33432. Red Oak’s
principal business is that of a private investment firm. We have
been advised that David Sandberg is the managing partner of Red Oak
and owns voting control of the membership interests in Red Oak, and
that Mr. Sandberg has sole power to vote or to direct the vote and
sole power to dispose or to direct the disposition of all
securities owned directly by Red Oak, including the securities held
by the Red Oak Fund, the Red Oak Long Fund and the Pinnacle Fund,
as defined in footnote 5 below.
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(5)
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Includes
(i) 133,648 shares of common stock held by The Red Oak Fund, L.P.
(the “Red Oak Fund”), (ii) 58,756 shares of common
stock held by The Red Oak Long Fund, L.P. (the “Red Oak Long
Fund”) and (iii) 139,366 shares of common stock held by
Pinnacle Capital Partners, LLC and Pinnacle Opportunities Fund LP
(collectively, the “Pinnacle Fund”). Each of the Red
Oak Fund, the Red Oak Long Fund and the Pinnacle Fund are managed
by Red Oak.
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PLAN OF DISTRIBUTION
We are
registering shares of common stock that have been or may be issued
by us from time to time to Red Oak under the 8% Note Purchase
Agreement and upon conversion of the 8% Convertible Note to permit
the resale of these shares of common stock after the issuance
thereof by the Selling Stockholder from time to time after the date
of this prospectus. We will not receive any of the proceeds from
the sale by the Selling Stockholder of the shares of common stock.
We will bear all fees and expenses incident to our obligation to
register the shares of common stock.
The
Selling Stockholder may decide not to sell any shares of common
stock. The Selling Stockholder may sell all or a portion of the
shares of common stock beneficially owned by it and offered hereby
from time to time directly or through one or more underwriters,
broker-dealers or agents, who may receive compensation in the form
of discounts, concessions or commissions from the Selling
Stockholder and/or the purchasers of the shares of common stock for
whom they may act as agent. In effecting sales, broker-dealers that
are engaged by the Selling Stockholder may arrange for other
broker-dealers to participate. With respect to the shares of common
stock that have been and may be issued pursuant to the 8% Note
Purchase Agreement, Red Oak is an “underwriter” within
the meaning of Section 2(a)(11) of the Securities Act, and with
respect to any other shares of common stock, Red Oak may be deemed
to be an “underwriter” within the meaning of Section
2(a)(11) of the Securities Act. Any brokers, dealers or agents who
participate in the distribution of the shares of common stock by
the Selling Stockholder may also be deemed to be
“underwriters,” and any profits on the sale of the
shares of common stock by them and any discounts, commissions or
concessions received by any such brokers, dealers or agents may be
deemed to be underwriting discounts and commissions under the
Securities Act. Red Oak has advised us that it will use an
unaffiliated broker-dealer to effectuate all resales of our common
stock. To our knowledge, Red Oak has not entered into any
agreement, arrangement or understanding with any particular
broker-dealer or market maker with respect to the shares of common
stock offered hereby, nor do we know the identity of the
broker-dealers or market makers that may participate in the resale
of the shares. Because Red Oak is (with respect to shares of common
stock issued under the 8% Note Purchase Agreement) and may be
deemed to be (with respect to any other shares of common stock),
and any other Selling Stockholder, broker, dealer or agent may be
deemed to be, an “underwriter” within the meaning of
Section 2(a)(11) of the Securities Act, Red Oak will (and any other
Selling Stockholder, broker, dealer or agent may) be subject to the
prospectus delivery requirements of the Securities Act and may be
subject to certain statutory liabilities of the Securities Act
(including, without limitation, Sections 11, 12 and 17 thereof) and
Rule 10b-5 under the Exchange Act.
The
Selling Stockholder will act independently of us in making
decisions with respect to the timing, manner and size of each sale.
The shares of common stock may be sold in one or more transactions
at fixed prices, at prevailing market prices at the time of the
sale, at varying prices determined at the time of sale, or at
negotiated prices. These sales may be effected in transactions,
which may involve crosses or block transactions, pursuant to one or
more of the following methods:
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on
any national securities exchange or quotation service on which the
securities may be listed or quoted at the time of
sale;
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in
the over-the-counter market in accordance with the rules of
NASDAQ;
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in
transactions otherwise than on these exchanges or systems or in the
over-the-counter market;
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through
the writing or settlement of options, whether such options are
listed on an options exchange or otherwise;
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ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
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block
trades in which the broker-dealer will attempt to sell the shares
as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
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purchases
by a broker-dealer as principal and resale by the broker-dealer for
its account;
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an
exchange distribution in accordance with the rules of the
applicable exchange;
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privately
negotiated transactions;
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broker-dealers
may agree with the Selling Stockholder to sell a specified number
of such shares at a stipulated price per share;
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a
combination of any such methods of sale; and
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any
other method permitted pursuant to applicable law.
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In
addition, the Selling Stockholder may transfer the shares of common
stock by other means not described in this prospectus.
Any
broker-dealer participating in such transactions as agent may
receive commissions from the Selling Stockholder (and, if they act
as agent for the purchaser of such shares, from such purchaser).
Red Oak has informed us that each such broker-dealer will receive
commissions from Red Oak which will not exceed customary brokerage
commissions. Broker-dealers may agree with the Selling Stockholder
to sell a specified number of shares at a stipulated price per
share, and, to the extent such a broker-dealer is unable to do so
acting as agent for the Selling Stockholder, to purchase as
principal any unsold shares at the price required to fulfill the
broker-dealer commitment to the Selling Stockholder. Broker-dealers
who acquire shares as principal may thereafter resell such shares
from time to time in one or more transactions (which may involve
crosses and block transactions and which may involve sales to and
through other broker-dealers, including transactions of the nature
described above and pursuant to the one or more of the methods
described above) at fixed prices, at prevailing market prices at
the time of the sale, at varying prices determined at the time of
sale, or at negotiated prices, and in connection with such resales
may pay to or receive from the purchasers of such shares
commissions computed as described above. To the extent required
under the Securities Act, an amendment to this prospectus or a
supplemental prospectus will be filed, disclosing:
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the
name of any such broker-dealers;
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the
number of shares involved;
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the
price at which such shares are to be sold;
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the
commission paid or discounts or concessions allowed to such
broker-dealers, where applicable;
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that
such broker-dealers did not conduct any investigation to verify the
information set out or incorporated by reference in this
prospectus, as supplemented; and
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other
facts material to the transaction.
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Red Oak
has informed us that it does not have any written or oral agreement
or understanding, directly or indirectly, with any person to
distribute the common stock.
Under
the securities laws of some states, the shares of common stock may
be sold in such states only through registered or licensed brokers
or dealers. In addition, in some states the shares of common stock
may not be sold unless such shares have been registered or
qualified for sale in such state or an exemption from registration
or qualification is available and is complied with.
There
can be no assurance that the Selling Stockholder will sell any or
all of the shares of common stock registered pursuant to the
registration statement, of which this prospectus forms a
part.
Underwriters and
purchasers that are deemed underwriters under the Securities Act
may engage in transactions that stabilize, maintain or otherwise
affect the price of the common stock, including the entry of
stabilizing bids or syndicate covering transactions or the
imposition of penalty bids. The Selling Stockholder and any other
person participating in the sale or distribution of the shares of
common stock will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder (including,
without limitation, Regulation M of the Exchange Act), which may
restrict certain activities of, and limit the timing of purchases
and sales of any of the shares of common stock by, the Selling
Stockholder and any other participating person. To the extent
applicable, Regulation M may also restrict the ability of any
person engaged in the distribution of the shares of common stock to
engage in market-making and certain other activities with respect
to the shares of common stock. In addition, the anti-manipulation
rules under the Exchange Act may apply to sales of the shares of
common stock in the market. All of the foregoing may affect the
marketability of the shares of common stock and the ability of any
person or entity to engage in market-making activities with respect
to the shares of common stock.
We have
agreed to pay all expenses of the registration of the shares of
common stock pursuant to the registration rights agreement,
estimated to be $13,949.12 in total, including, without limitation,
Securities and Exchange Commission filing fees and expenses of
compliance with state securities or “Blue Sky” laws;
provided, however, Red Oak will pay all selling commissions,
concessions and discounts, and other amounts payable to
underwriters, dealers or agents, if any, as well as transfer taxes
and certain other expenses associated with the sale of the shares
of common stock. We have agreed to indemnify Red Oak and certain
other persons against certain liabilities in connection with the
offering of shares of common stock offered hereby, including
liabilities arising under the Securities Act or, if such indemnity
is unavailable, to contribute amounts required to be paid in
respect of such liabilities. Red Oak has agreed to indemnify us
against liabilities under the Securities Act that may arise from
any written information furnished to us by Red Oak specifically for
use in this prospectus or, if such indemnity is unavailable, to
contribute amounts required to be paid in respect of such
liabilities.
At any
time a particular offer of the shares of common stock is made by
the Selling Stockholder, a revised prospectus or prospectus
supplement, if required, will be distributed. Such prospectus
supplement or post-effective amendment will be filed with the
Commission to reflect the disclosure of any required additional
information with respect to the distribution of the shares of
common stock. We may suspend the sale of shares by the Selling
Stockholder pursuant to this prospectus for certain periods of time
for certain reasons, including if the prospectus is required to be
supplemented or amended to include additional material
information.
DESCRIPTION OF CAPITAL STOCK
The
following description of our capital stock is not complete and may
not contain all the information you should consider before
investing in our capital stock. This description is summarized
from, and qualified in its entirety by reference to, our amended
certificate of incorporation and our restated bylaws, which have
been publicly filed with the SEC. See “Where You Can Find
More Information” and “Incorporation of Certain
Information by Reference.”
Our
authorized capital stock consists of:
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20,000,000
shares of common stock, $0.001 par value; and
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1,000,000
shares of preferred stock, $0.001 par value.
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Common Stock
As of
May 5, 2017
, there were 2,929,614 shares of our common stock
outstanding.
Voting Rights
For all
matters submitted to a vote of stockholders, each holder of our
common stock is entitled to one vote for each share registered in
his or her name. Holders of our common stock vote together as a
single class. There is no cumulative voting in the election of our
directors, which means that, subject to any rights to elect
directors that are granted to the holders of any class or series of
preferred stock, a plurality of the votes cast at a meeting of
stockholders at which a quorum is present is sufficient to elect a
director.
Dividend Rights
Subject
to preferential dividend rights of any other class or series of
stock, the holders of shares of our common stock are entitled to
receive dividends, including dividends of our stock, as and when
declared by our board of directors, subject to any limitations
applicable by law and to the rights of the holders, if any, of our
preferred stock.
Liquidation
In the
event we are liquidated, dissolved or our affairs are wound up,
after we pay or make adequate provision for all of our known debts
and liabilities, each holder of our common stock will be entitled
to share ratably in all assets that remain, subject to any rights
that are granted to the holders of any class or series of preferred
stock.
Other Rights and Preferences
Subject
to the preferential rights of any other class or series of stock,
all shares of our common stock have equal dividend, distribution,
liquidation and other rights, and have no preference, appraisal or
exchange rights, except for any appraisal rights provided by
Delaware law. Furthermore, holders of our common stock have no
conversion, sinking fund or redemption rights, or preemptive rights
to subscribe for any of our securities. Our amended and restated
certificate of incorporation and restated bylaws do not restrict
the ability of a holder of our common stock to transfer his or her
shares of our common stock.
The
rights, powers, preferences and privileges of holders of our common
stock are subject to, and may be adversely affected by, the rights
of holders of shares of any series of preferred stock which we may
designate and issue in the future.
Transfer Agent and Registrar
The
transfer agent for our common stock is Direct Transfer, LLC, which
is a wholly-owned subsidiary of the Company.
Preferred Stock
As of
May 5, 2017, there were no shares of our preferred stock
outstanding.
LEGAL
MATTERS
The
validity of the shares offered by this prospectus will be passed
upon by Quick Law Group PC.
EXPERTS
The
consolidated financial statements of Issuer Direct Corporation
appearing in Issuer Direct Corporation’s Annual Report
(Form 10-K) for the year ended December 31, 2016
(including the schedule appearing therein), have been audited by
Cherry Bekaert LLP, independent registered public accounting firm,
as set forth in their report thereon, included therein, and
incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon
such report given on the authority of such firm as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have
filed with the SEC a registration statement on Form S-3 under the
Securities Act, of which this prospectus forms a part. The rules
and regulations of the SEC allow us to omit from this prospectus
certain information included in the registration statement. For
further information about us and our securities, you should refer
to the registration statement and the exhibits and schedules filed
with the registration statement. With respect to the statements
contained in this prospectus regarding the contents of any
agreement or any other document, in each instance, the statement is
qualified in all respects by the complete text of the agreement or
document, a copy of which has been filed as an exhibit to the
registration statement.
We file
reports, proxy statements and other information with the SEC under
the Exchange Act. You may read and copy this information from the
Public Reference Room of the SEC, 100 F Street, N.E., Room 1580,
Washington, D.C. 20549, at prescribed rates. You may obtain
information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC also maintains an
Internet website that contains reports, proxy statements and other
information about issuers, like us, that file electronically with
the SEC. The address of that website is www.sec.gov.
INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE
The SEC
allows us to incorporate by reference into this document the
information we have filed with it. This means that we can disclose
important business, financial and other information to you by
referring you to other documents separately filed with the SEC. The
information incorporated by reference is an important part of this
prospectus, and information that we file later with the SEC will
automatically update and supersede this information. Statements in
this prospectus regarding the provisions of certain documents filed
with, or incorporated by reference in, the registration statement
are not necessarily complete and each statement is qualified in all
respects by that reference. Copies of all or any part of the
registration statement, including the documents incorporated by
reference and the exhibits, may be obtained at the SEC’s
public reference room or at the SEC’s website at
www.sec.gov
or by writing to the SEC
and paying a fee for the copying cost. We incorporate by reference
the documents listed below:
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our
Annual Report on Form 10-K for the fiscal year ended
December 31, 2016, filed with the SEC on March 14, 2017,
including Amendment No. 1 to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2016, filed with the SEC on
April 28, 2017 and our Quarterly Report on Form 10-Q for the period
ended March 31, 2017 filed with the SEC on May 4,
2017;
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the
portions of our Current Reports on Form 8-K that are deemed
“filed” with the SEC under the Exchange Act, filed with
the SEC on March 2, 2017, May 4, 2017 and May 5, 2017 (except for
the information furnished under Items 2.02 or 7.01 and the exhibits
furnished thereto); and
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all
documents filed by us pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act prior to the termination of offerings
under this prospectus, including all such documents we may file
with the SEC after the date of the initial registration statement
of which this prospectus forms a part and prior to the
effectiveness of the registration statement, are deemed to be
incorporated by reference into, and to be a part of, this
prospectus, except in each case for information contained in any
such filing where we indicate that such information is being
furnished and is not considered “filed” under the
Exchange Act.
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Any
statement contained in this prospectus or in a document
incorporated or deemed to be incorporated by reference into this
prospectus will be deemed to be modified or superseded for purposes
of this prospectus to the extent that a statement contained in this
prospectus or any other subsequently filed document that is deemed
to be incorporated by reference into this prospectus modifies or
supersedes the statement. Any statement so modified or superseded
will not be deemed, except as so modified or superseded, to
constitute a part of this prospectus.
To
receive a free copy of any of the documents incorporated by
reference in this prospectus (other than exhibits to the
Registration Statement) call or write us at the following
address:
Issuer
Direct Corporation
500
Perimeter Park Drive, Suite D
Morrisville,
North Carolina 27560
(919)
481-4000
Attn:
Corporate Secretary
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND
DISTRIBUTION
The following table sets forth the costs and expenses payable by us
in connection with the issuance and distribution of the securities
being registered hereunder. No expenses will be borne by Selling
Stockholder. All of the amounts shown are estimates, except for the
SEC registration fee.
SEC registration
fee
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$
449.12
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Accounting fees and
expenses
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$
3,500.00
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Legal fees and
expenses
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$
10,000.00
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Total
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$
13,949.12
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ITEM 14. INDEMNIFICATION OF DIRECTORS AND
OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
provides, in general, that a corporation incorporated under the
laws of the State of Delaware, as we are, may indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other
than a derivative action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or
agent of another enterprise, against expenses (including
attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person’s conduct was
unlawful. In the case of a derivative action, a Delaware
corporation may indemnify any such person against expenses
(including attorneys’ fees) actually and reasonably incurred
by such person in connection with the defense or settlement of such
action or suit if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification will
be made in respect of any claim, issue or matter as to which such
person will have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery of the
State of Delaware or any other court in which such action was
brought determines such person is fairly and reasonably entitled to
indemnity for such expenses.
Our certificate of incorporation and bylaws provide that we will
indemnify our directors, officers, employees and agents to the
extent and in the manner permitted by the provisions of the General
Corporation Law of the State of Delaware, as amended from time to
time, subject to any permissible expansion or limitation of such
indemnification, as may be set forth in any stockholders’ or
directors’ resolution or by contract. Any repeal or
modification of these provisions approved by our stockholders will
be prospective only and will not adversely affect any limitation on
the liability of any of our directors or officers existing as of
the time of such repeal or modification.
We are also permitted to apply for insurance on behalf of any
director, officer, employee or other agent for liability arising
out of his actions, whether or not the General Corporation Law of
the State of Delaware would permit indemnification.
ITEM 16. EXHIBIT INDEX
The following exhibits are included as part of this registration
statement by reference:
(b) Exhibits
Exhibit Number
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Name
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2.1
(1)
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Agreement
and Plan of Merger dated August 22, 2013 with ISDR Acquisition
Corp. and Precision IR Group, Inc.
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Certif
icate of Incorporation, as amended*
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3.2
(3)
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Bylaws
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Quick
Law Group PC*
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10.1
(1)
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Securities
Purchase Agreement, dated August 22, 2013 with Red Oak Partners,
LLC
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10.2
(4)
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Amended
and Restated 8% Convertible Subordinated Secured Promissory Note,
dated November 13, 2013 issued to Red Oak Partners,
LLC
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21
(2)
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List of
Subsidiaries
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Consent
of Cherry Bekaert LLP*
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23.2
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Consent
of Quick Law Group PC* (included with Exhibit 5.1
herewith)
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EX-101.INS
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XBRL
INSTANCE DOCUMENT
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EX-101.SCH
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XBRL
TAXONOMY EXTENSION SCHEMA
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EX-101.CAL
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XBRL
TAXONOMY EXTENSION CALCULATION LINKBASE
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EX-101.DEF
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XBRL
TAXONOMY EXTENSION DEFINITION LINKBASE
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EX-101.LAB
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XBRL
TAXONOMY EXTENSION LABEL LINKBASE
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EX-101.PRE
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XBRL
TAXONOMY EXTENSION PRESENTATION LINKBASE
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Footnotes to Exhibit Index
(1) Incorporated
herein by reference to the Current Report on Form 8-K filed on
August 27, 2013.
(2) Incorporated
herein by reference to the Form 10-K filed on March 14,
2017.
(3)
Incorporated herein by reference to the Current Report
on Form 8-K filed on February 12, 2014.
(4)
Incorporated herein by reference to the Current Report
on Form 8-K filed on November 15, 2013.
*Filed
herewith
ITEM 17. UNDERTAKINGS
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration
Statement:
(i) To
include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or any decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the “Calculation of Registration Fee” table in the
effective registration statement; and
(iii)
To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided
,
however
,
that paragraphs (i), (ii) and (iii) above do not apply if
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the registration
statement.
(2)
That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial
bona fide
offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4)
That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3)
shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the
registration statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5) or (b)(7) as part of the registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii) or (x) for the purpose of providing
the information required by Section 10(a) of the Securities
Act of 1933 shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the
first contract of sale of securities in the offering described in
the prospectus. As provided in Rule 430B, for liability purposes of
the issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration statement
to which the prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial
bona fide
offering thereof.
Provided, however
, that no
statement made in a registration statement or prospectus that is
part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date.
(b) The
undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant’s annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial
bona fide
offering thereof.
(c)
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by
a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the registrant duly
caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly and authorized in the City of
Morrisville, State of North Carolina on May 10, 2017.
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Issuer Direct Corporation
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By:
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/s/
Brian R. Balbirnie
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Brian
R. Balbirnie
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Chief
Executive Officer and Director
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In accordance
with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the
capacities and on May 10, 2017.
Signature
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Date
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Title
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/s/
Brian R. Balbirnie
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May 10,
2017
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Director,
Chief Executive Officer
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Brian
R. Balbirnie
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(Principal
Executive Officer)
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/s/
Steven Knerr
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May 10,
2017
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Chief
Financial Officer
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Steven
Knerr
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(Principal
Accounting Officer)
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/s/
Andre Boisvert
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May 10,
2017
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Director
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Andre
Boisvert
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/s/
William Everett
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May 10,
2017
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Director
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William
Everett
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/s/ J.
Patrick Galleher
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May 10,
2017
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Director
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J.
Patrick Galleher
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