Item 8.01 Other Events.

On December 1, 2022, Harte Hanks, Inc., a Delaware corporation ("Harte Hanks," the "Company," "we" or "us") purchased substantially all of the assets (the "Transaction") of Inside Out Solutions, LLC, a Florida limited liability company ("InsideOut"), for an aggregate purchase price of approximately $7.5 million (the "Purchase Price") pursuant to an asset purchase agreement, dated as of December 1, 2022 by and between Harte Hanks and InsideOut (the "Asset Purchase Agreement").

InsideOut is a premium sales enablement agency offering technology and data driven support to technology, media telecommunications, business services, industrial, and financial technology customers in the North American and European markets with its headquarters in St. Petersburg, Florida. InsideOut's trailing twelve months revenue and Adjusted EBITDA as of November 30, 2022 is currently estimated to be $11.5 million and $1.5 million, respectively. This estimate is preliminary and actual results may differ. Accordingly, undue reliance should not be placed on these figures.

The acquisition of InsideOut further expands Harte Hanks' capabilities within its marketing services and customer care segments and strengthens Harte Hanks' ability to drive profitable revenue growth within Harte Hanks' current sales enablement offerings, including: (i) demand generation which creates qualified marketing leads for Harte Hanks' clients, and (ii) inside sales offerings to further promote a client's internal growth objectives. In addition, the owner and CEO of InsideOut entered into a two-year consulting agreement with Harte Hanks, which will ensure consistency in Harte Hanks' delivery of these sales enablement offerings, post-closing.

Pursuant to the Asset Purchase Agreement, $5.75 million of the Purchase Price was paid in cash at closing, $1.0 million in cash was placed in escrow to satisfy indemnification obligations, if any, and separately, to satisfy earn-outs related to future revenue performance. Separately, $0.75 million of the Purchase Price was paid at closing in shares of Harte Hanks common stock, par value $1.00 per share (the "Common Stock"). The share amount was based on the volume weighted closing price during the 15-day period prior to close.

The Purchase Price is subject to a post-closing net working capital true-up 180-days after the Transaction closes if net working capital is not between $1.3 million and $1.6 million.

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A copy of the press release 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.



Exhibit  Description
99.1       Press Release dated December 1, 2022
104      Cover Page Interactive Data File (embedded within the Inline XBRL document)

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