M&A - ISSUER DIRECT CORP

Form Type: 8-K

Filing Date: 2025-03-06

Corporate Action: Acquisition

Type: New

Accession Number: 000165495425002383

Filing Summary: On February 28, 2025, ACCESS Newswire Inc. (f/k/a Issuer Direct Corporation) entered into an Asset Purchase Agreement with Equiniti Trust Company, LLC. The Buyer purchased certain assets related to the Sellers' compliance business, including accounts receivable, prepaid assets, contracts, and intellectual property for a total of $12,500,000 in cash. The agreement allows for a $500,000 holdback for potential indemnification claims. Following the acquisition, ACCESS Newswire Inc. utilized $12,000,000 in cash from the transaction to reduce its debt with Pinnacle Bank from $15,333,333 to $3,333,333, significantly easing its financial burdens. A Third Modification to Credit Agreement was also made concurrently with the asset purchase, adjusting the terms of the loan and releasing certain liens. The transaction was disclosed in a press release on March 3, 2025, and has been documented in detail alongside pro forma financial statements as appendices to the filing.

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