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EX-99.1 - PRESS RELEASE ISSUED BY ISSUER DIRECT CORPORATION DATED AUGUST 16, 2018 - ISSUER DIRECT CORP | isdr_ex991.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 99.2
Issuer Direct Announces Pricing of Public Offering of Common
Stock
MORRISVILLE, NC / ACCESSWIRE / August 17, 2018 / Issuer
Direct Corporation (NYSE American: ISDR), an industry-leading
communications and compliance company, announced today the pricing
of an underwritten registered public offering of 806,451 shares of
its common stock at a price to the public of $15.50 per share. In
addition, Issuer Direct granted the underwriter a 30-day option to
purchase up to an additional 120,967 shares of its common stock to
cover over-allotments, if any. All shares of common stock sold in
the offering are being sold by Issuer Direct. Issuer Direct expects
to close the offering on or about August 21, 2018, subject to the
satisfaction of customary closing conditions.
Issuer
Direct anticipates that the aggregate gross proceeds from the
offering will be approximately $12.5 million, excluding any
exercise of the underwriter’s option to purchase additional
shares of common stock. Issuer Direct intends to use the net
proceeds from the offering (after deducting the underwriting
discounts and commissions and estimated offering expenses payable
by Issuer Direct) 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
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
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 offering
were filed with the SEC on August 16, 2018. The final prospectus
supplement and accompanying prospectus relating to the offering
will be filed with the SEC and, when available, 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.
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, the
anticipated closing of the offering and Issuer Direct’s
expected uses of the proceeds from the 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