Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 8.01 with respect to the issuance of Common Stock (as defined below) is incorporated into this Item 3.02 by reference.

Pursuant to the share repurchase agreement (the "Repurchase Agreement") entered into by and between Harte Hanks, Inc., a Delaware corporation (the "Company" or "Harte Hanks") and Wipro, LLC d/b/a Wipro US Branch IT Services, a Delaware limited liability company ("Wipro") on June 30, 2022, the Company issued shares of the Company's common stock, par value $1.00 per share (the "Common Stock") as consideration for the exchange of all 9,926 shares of the Company's Series A Convertible Preferred Stock (the "Preferred Stock") currently outstanding, 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.

Item 7.01 Regulation FD Disclosure.

On December 5, 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, except as otherwise expressly stated in such filing.

Item 8.01 Other Events.

On December 2, 2022, the Company completed the closing of its definitive agreement to repurchase all 9,926 shares of the Company's Preferred Stock from Wipro, the sole holder of 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 pursuant to the Repurchase Agreement. The Preferred Stock was convertible into approximately 16% of the Company's Common Stock on a fully diluted basis. Harte Hanks funded 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 cash portion of the repurchase price was previously paid into escrow at the time of the signing of the Repurchase Agreement and held in escrow by PNC Bank, National Association, pending the reissuance of the Preferred Stock from the State of New Jersey.

The issuance of 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 9.01 Financial Statements and Exhibits.
Exhibit  Description
99.1       Press Release of Harte Hanks Inc. dated December 5, 2022.
104      Cover Page Interactive Data File (embedded within the Inline XBRL document)

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