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hstm20230913_8k.htm
false 0001095565 0001095565 2023-09-13 2023-09-13
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): September 13, 2023
 
 
HealthStream, Inc.
(Exact name of Registrant as Specified in Its Charter)
 
 
Tennessee
000-27701
62-1443555
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
     
500 11th Avenue North, Suite 1000,
Nashville, Tennessee
  
37203
(Address of Principal Executive Offices)
  
(Zip Code)
 
Registrant’s Telephone Number, Including Area Code: 615-301-3100
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each Class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock (Par Value $0.00)
HSTM
Nasdaq Global Select Market
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 
 
 
 
 
Item 8.01 Other Events.
 
On September 13, 2023, HealthStream, Inc. (the “Company”) issued a press release announcing that the Board of Directors approved a new share repurchase program for the Company authorizing the repurchase of up to $10,000,000 of the Company’s outstanding common stock, no par value. The share repurchase program will terminate on the earlier of March 31, 2024 or when the maximum dollar amount has been expended.
 
A copy of the press release announcing the share repurchase program is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit
Number
  
Description
99.1*
  
     
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
*         Furnished herewith.
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
HealthStream, Inc.
     
Date: September 13, 2023
By:
/s/ Scott A. Roberts
   
Scott A. Roberts
   
Chief Financial Officer
 
 
 
 
ex_569339.htm

 

Exhibit 99.1

 

 

P R E S S  R E L E A S E
https://cdn.kscope.io/22b1001d6c7bfc04239799510eeec4f1-logo01.jpg

 

For Immediate Release:

Contact:

Mollie Condra, Ph.D.

HealthStream          

(615)-301-3237

mollie.condra@healthstream.com

 

 

HealthStream Announces Share Repurchase Program

 

NASHVILLE, Tennessee (September 13, 2023) – HealthStream (Nasdaq: HSTM), a leading healthcare technology platform for workforce solutions, today announced that its Board of Directors has approved a new share repurchase program for the Company’s common stock, under which the Company may repurchase up to $10 million of outstanding shares of common stock.

 

Pursuant to the authorization, repurchases may be made from time to time in the open market, including under a Rule 10b5-1 plan, through privately negotiated transactions, or otherwise. In addition, any repurchases under the authorization will be subject to prevailing market conditions, liquidity and cash flow considerations, applicable securities laws requirements (including under Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934, as applicable), and other factors. The share repurchase program will terminate on the earlier of March 31, 2024 or when the maximum dollar amount has been expended. The share repurchase program does not require the Company to acquire any amount of shares and may be suspended or discontinued at any time.

 

About HealthStream

 

HealthStream (Nasdaq: HSTM) is the healthcare industry’s largest ecosystem of platform-delivered workforce solutions that empowers healthcare professionals to do what they do best: deliver excellence in patient care. For more information, visit http://www.healthstream.com or call 800-521-0574.  

 

This press release includes certain forward-looking statements (statements other than solely with respect to historical fact) that involve risks and uncertainties regarding HealthStream. These statements are based upon management’s beliefs, as well as assumptions made by and data currently available to management. This information has been provided in reliance on the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. HealthStream cautions that forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by such forward-looking statements, including as the result of risks referenced in HealthStream’s Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 28, 2023, and in HealthStream’s other filings with the Securities and Exchange Commission from time to time. HealthStream undertakes no obligation to update or revise any such forward-looking statements.

 

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