IDT CORP

Regulatory Filings • Sep 29, 2021

Field: Rule-Page

Field: /Rule-Page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Field: Rule-Page

Field: /Rule-Page

FORM 8-K

Field: Rule-Page

Field: /Rule-Page

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 29, 2021

Field: Rule-Page

Field: /Rule-Page

IDT CORPORATION

(Exact name of registrant as specified in its charter)

Field: Rule-Page

Field: /Rule-Page

Delaware	1-16371	22-3415036
(State
or other jurisdiction of
incorporation)	(Commission
File Number)	(IRS
Employer Identification
No.)

| 520
Broad Street Newark , New Jersey | 07102 |
| --- | --- |
| (Address
of principal executive offices) | (Zip
Code) |

Registrant’s telephone number, including area code: (973) 438-1000

Not Applicable

(Former name or former address, if changed since last report.)

Field: Rule-Page

Field: /Rule-Page

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 Instruction 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))

| Title
of each class | Trading
Symbol | Name
of each exchange on which
registered |
| --- | --- | --- |
| Class B common stock,
par value $0.01 per share | IDT | New
York Stock Exchange |

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. ☐

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1; Options: NewSection

Field: /Page

Item 7.01. Regulation FD.

On September 29, 2021, IDT Corporation (the “Registrant”) issued a press release announcing its entry into the Agreement described in Item 8.01 below. The Registrant is furnishing the information contained in this Report, including the press release, pursuant to Item 7.01 of Form 8-K promulgated by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC.

Item 8.01. Other Events.

On September 29, 2021, National Retail Solutions, Inc. (“NRS”), a subsidiary of the Registrant entered into a Securities Purchase Agreement (the “Agreement”) with Alta Fox Opportunities Fund LP (“Purchaser”) to sell 862,442 shares of Class B common stock of NRS, which represents 2.5% of the outstanding capital stock of NRS on a fully-diluted basis, for an aggregate purchase price of $10,000,000.

A copy of the Registrant’s press release announcing the Agreement is filed as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

| Exhibit
No. | Document |
| --- | --- |
| 99.1 | Press Release
of the Registrant, dated September 29, 2021. |
| 104 | Cover Page Interactive Data File (embedded within the
Inline XBRL document) |

Field: Page; Sequence: 2; Options: NewSection; Value: 1

Field: Sequence; Type: Arabic; Name: PageNo 1 Field: /Sequence

Field: /Page

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 hereunto duly authorized.

IDT CORPORATION
By:	/s/
Shmuel Jonas
Name:	Shmuel Jonas
Title:	Chief Executive Officer

Dated: September 29, 2021

Field: Page; Sequence: 3; Value: 1

Field: Sequence; Type: Arabic; Name: PageNo 2 Field: /Sequence

Field: /Page

EXHIBIT INDEX

Exhibit Number	Document
99.1	Press
Release of the Registrant, dated September 29, 2021.
104	Cover Page Interactive
Data File (embedded within the Inline XBRL document)

3

Field: Rule-Page

Field: /Rule-Page