Item 1.01 Entry into a Material Definitive Agreement

On June 30, 2022, Harte Hanks, Inc., a Delaware corporation (the "Company" or "Harte Hanks") entered into a share repurchase agreement (the "Repurchase Agreement") with Wipro, LLC d/b/a Wipro US Branch IT Services, a Delaware limited liability company ("Wipro"), pursuant to which the Company will repurchase all 9,926 shares of the Company's Series A Convertible Preferred Stock currently outstanding (the "Preferred Stock") in exchange for (i) a cash payment equal to their liquidation value, or total cash payment of $9,926,000 and (ii) 100,000 shares of the Company's common stock, par value $1.00 per share (the "Common Stock"). Harte Hanks will fund the cash portion of the repurchase consideration with a combination of cash and cash equivalents on hand and borrowings under the Company's credit facility. The transaction is expected to be completed by the third quarter of 2022.

The description of the Repurchase Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 with respect to the issuance of Common Stock is incorporated into this Item 3.02 by reference.

Pursuant to the Repurchase Agreement, the Company will issue shares of Common Stock as consideration for the exchange of the Preferred Stock, pursuant to the exemption provided by either Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act") or Section 4(a)(2) for transactions not involving any public offering.

The Common Stock has not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

Item 7.01 Regulation FD Disclosure.

On June 30, 2022, the Company issued a press release in connection with the Repurchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1.

The information, including the press release, furnished under this Item 7.01 shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any other filing by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith:



Exhibit No.      Description
1.1              Repurchase Agreement dated as of June 30, 2022, by and between

Harte Hanks, Inc. and Wipro LLC. 99.1 Press Release issued by Harte Hanks, Inc. June 30, 2022. 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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