HEALTHSTREAM INC 10-Q

Item 1A. Risk Factors   There have been no material changes to the risk factors previously disclosed in the 2021 Form 10-K.   Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds   In connection with the Company’s acquisition of the remaining ownership interest of CloudCME as set forth above, the Company issued 208,567 shares of the Company’s common stock at the closing of such acquisition on May 18, 2022, which shares had a value of $4.1 million at the closing. These shares were issued to CloudCME's founder Karl Wilkens as partial payment of the purchase price to Mr. Wilkens in exchange for his ownership interest as noted above. These shares were issued in a private placement in reliance upon the exemption set forth in Section 4(a)(2) of the Securities Act.   On March 14, 2022, the Company announced an expansion of the share repurchase program authorized by the Company’s Board of Directors under which the Company may purchase up to an additional $10.0 million of its common stock. Pursuant to this authorization, repurchases may be made in the open market, including under a Rule 105b-1 plan, through privately negotiated transactions, or otherwise. Under this program, during the first six months of 2022 the Company repurchased 402,050 shares at an aggregate fair value of $8.1 million, reflecting an average price per share of $20.19 (excluding the cost of broker commissions). In addition, any future 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 is scheduled to terminate on the earlier of March 13, 2023 or when the maximum dollar amount has been expended.   The table below sets forth activity under the stock repurchase plan for the three months ended June 30, 2022.   Period   (a) Total number of shares (or units) purchased     (b) Average price paid per share (or unit)(1)     (c) Total number of shares (or units) purchased as part of publicly announced plans or programs     (d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs   Month #1 (April 1 - April 30)     126,765     $ 19.88       126,765     $ 2,500,020   Month #2 (May 1 - May 31)     26,722       18.98       26,722       1,992,953   Month #3 (June 1 - June 30)     5,916       18.98       5,916       1,880,642   Total     159,403     $ 19.70       159,403     $ 1,880,642       (1) The weighted average price paid per share of common stock does not include the cost of broker commissions.   20 Table of Contents   Item 6. Exhibits     (a) Exhibits   10.1 (1) HealthStream, Inc. 2022 Omnibus Incentive Plan 31.1 Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.1 INS Inline XBRL Instance Document – The instant document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.1 SCH Inline XBRL Taxonomy Extension Schema 101.1 CAL Inline XBRL Taxonomy Extension Calculation Linkbase 101.1 DEF Inline XBRL Taxonomy Extension Definition Linkbase 101.1 LAB Inline XBRL Taxonomy Extension Label Linkbase 101.1 PRE Inline XBRL Taxonomy Extension Presentation Linkbase 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, has been formatted in Inline XBRL Management contract of compensatory plan or arrangement (1) Incorporated by reference from exhibit 10.1 filed on our Current Report on Form 8-K dated May 31, 2022.   21 Table of Contents   SIGNATURE   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.         July 28, 2022 By:   /s/ Scott A. Roberts       Scott A. Roberts       Chief Financial Officer         22