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).
2
© Edgar Online, source Glimpses