Item 2.01. Completion of Acquisition or Disposition of Assets.

On November 1, 2022, Issuer Direct Corporation, a Delaware corporation (the "Company"), entered into a Membership Interest Purchase Agreement with Lead Capital, LLC, a Delaware limited liability company, whereby the Company purchased all the issued and outstanding membership interests of iNewsWire.com LLC, a Delaware limited liability company ("Newswire"). Newswire is a leading media and marketing communications technology company that provides press release distribution, media databases, media monitoring, and newsrooms through its Media Advantage Platform.

On November 3, 2022, the Company filed a Current Report on Form 8-K (the "Original Form 8-K") regarding the acquisition of Newswire (the "Acquisition") and stated that the financial statements and pro forma financial information required under Item 9.01 of Form 8-K would be filed within 71 days after the date on which the Original Form 8-K was required to be filed. This Amendment No. 1 to Current Report on Form 8-K (the "Amendment") contains the required financial statements and pro forma financial information related to the Acquisition. Except as set forth herein, no modifications have been made to the information contained in the Original Form 8-K and the Company has not updated any information contained therein to reflect the events that have occurred since the date of the Original Form 8-K. Accordingly, this Amendment should be read in conjunction with the Original Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of business acquired.

The audited financial statements of iNewsWire.com LLC as of and for the fiscal years ended December 31, 2021 and 2020, and the related notes to the financial statements and the report of the independent auditor thereon are included as Exhibit 99.1 and are hereby incorporated by reference.

The unaudited financial statements of iNewsWire.com LLC as of and for the nine months ended September 30, 2022 and 2021, and the related notes to the financial statements are included as Exhibit 99.2 and are hereby incorporated by reference.

(b) Pro forma financial information.

The unaudited pro forma financial information for the Company after giving effect to the Acquisition and the adjustments described therein as of and for the nine months ended September 30, 2022 and the year ended December 31, 2021, and the notes to the unaudited pro forma financial statements are included as Exhibit 99.3 and are hereby incorporated by reference.





(d) Exhibits



  23.1     Consent of Independent Registered Public Accounting Firm.

  99.1     Audited Financial Statements of iNewswire.com LLC as of and for the
         fiscal years ended December 31, 2021 and 2020.

  99.2     Unaudited financial statements of iNewsWire.com LLC as of and for the
         nine months ended September 30, 2022 and 2021 and the related notes to
         the financial statements.

  99.3     Unaudited pro forma financial information for Issuer Direct
         Corporation after giving effect to the acquisition of iNewsWire.com LLC
         and the adjustments described therein as of and for the nine months
         ended September 30, 2022 and the year ended December 31, 2021

104      Cover Page Interactive Data File (formatted as Inline XBRL).





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