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EX-99.2 - PRESS RELEASE ISSUED BY ISSUER DIRECT CORPORATION DATED AUGUST 17, 2018 - ISSUER DIRECT CORP | isdr_ex992.htm |
EX-5.1 - OPINION OF QUICK LAW GROUP PC. - ISSUER DIRECT CORP | isdr_ex51.htm |
EX-1.1 - UNDERWRITING AGREEMENT - ISSUER DIRECT CORP | isdr_ex11.htm |
8-K - CURRENT REPORT - ISSUER DIRECT CORP | isdr_8k.htm |
Exhibit 99.1
Issuer Direct Announces Proposed Public Offering of Common
Stock
MORRISVILLE, NC / ACCESSWIRE / August 16, 2018 / Issuer
Direct Corporation (NYSE American: ISDR), an industry-leading
communications and compliance company, announced today that it
intends to offer and sell shares of its common stock in an
underwritten registered public offering. In addition, Issuer Direct
expects to grant the underwriter a 30-day option to purchase up to
an additional 15% of the shares of its common stock sold in the
offering to cover over-allotments, if any. All shares of common
stock to be sold in the proposed offering will be sold by Issuer
Direct. The proposed offering is subject to market and other
conditions, and there can be no assurance as to whether or when the
offering may be completed, or as to the actual size or terms of the
offering.
Issuer
Direct intends to use the net proceeds from the proposed offering,
if completed, for working capital and general corporate purposes.
Issuer Direct may also use a portion of the net proceeds to
in-license, acquire or invest in complementary businesses,
products, technologies or assets, although Issuer Direct has no
specific agreements, commitments or understandings to do so at this
time.
Northland
Capital Markets is acting as the sole book-running manager for the
proposed offering. Northland Capital Markets is the trade name for
certain capital markets and investment banking services of
Northland Securities, Inc., member of FINRA/SIPC.
The
proposed offering is being made pursuant to a shelf registration
statement on Form S-3 (File No. 333-226530) that was declared
effective by the U.S. Securities and Exchange Commission, or the
SEC, on August 13, 2018. A preliminary prospectus supplement and
accompanying prospectus relating to and describing the terms of the
proposed offering have been filed with the SEC and may be obtained
by visiting the SEC’s website at www.sec.gov or
by contacting Northland Capital Markets, 150 South Fifth Street,
Suite 3300, Minneapolis, MN 55402, Attention: Heidi Fletcher, by
calling toll free at 800-851-2920 or by email at hfletcher@northlandcapitalmarkets.com.
The final terms of the proposed offering will be disclosed in a
final prospectus supplement to be filed with the SEC.
This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or other jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
other jurisdiction.
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 RTP, NC, Issuer Direct serves more than 2,500 public and private
companies in more than 18 countries.
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.
These include statements regarding, but not limited to, Issuer
Direct’s intention to the offer the securities and the
expected uses of the proceeds from the proposed offering.
Forward-looking statements can be identified by the use of words
such as “may,” “will,” “plan,”
“should,” “expect,”
“anticipate,” “estimate,”
“continue” or comparable terminology. Forward-looking
statements involve risks and uncertainties that could cause actual
results or developments to differ materially from those indicated
due to a number of factors affecting Issuer Direct’s
operations, markets, products and services. Issuer Direct
identifies the principal risks and uncertainties that impact its
performance in its public reports filed with the SEC, including the
“Risk Factors” and “Management’s Discussion
and Analysis of Financial Condition” sections of Issuer
Direct’s Annual Report on Form 10-K/A for the year ended
December 31, 2017, as may be supplemented or amended by Issuer
Direct’s subsequent Quarterly Reports on Form 10-Q.
Forward-looking statements speak only as of the date on which they
are made and Issuer Direct assumes no obligation to update any
forward-looking statements.
Contact
Brian
R. Balbirnie
Issuer
Direct Corporation
919-481-4000
brian.balbirnie@issuerdirect.com
Brett
Maas
Hayden
IR
646-536-7331
brett@haydenir.com
James
Carbonara
Hayden
IR
646-755-7412
james@haydenir.com