Attached files
| file | filename |
|---|---|
| EX-2.1 - DEFINITIVE ASSET PURCHASE AGREEMENT - HireQuest, Inc. | assetpurchaseagreementexe.htm |
| EX-99.1 - PRESS RELEASE - HireQuest, Inc. | hqilinkpressreleasefinal.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): February 12,
2021
HIREQUEST,
INC.
(Exact
name of registrant as specified in its Charter)
|
|
|
|
|
|
|
Delaware
|
|
000-53088
|
|
91-2079472
|
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
|
111
Springhall Drive, Goose Creek, SC
|
|
29445
|
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
(843)
723-7400
(Registrant’s
telephone number, including area code)
(Former
name, former address and former fiscal year, if changed since last
report)
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))
Securities
registered pursuant to Section 12(b) of the Act:
|
Title of Each
Class
|
Trading
Symbol(s)
|
Name of Each
Exchange on Which Registered
|
|
Common Stock,
$0.001 par value
|
HQI
|
The NASDAQ Stock
Market LLC
|
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. ☐
Item
1.01
Entry
into a Material Definitive Agreement
On February 12,
2021, HQ Link Corporation ("HQ Link"), a wholly-owned subsidiary of
HireQuest, Inc. (the "Company"), entered into a definitive Asset
Purchase Agreement (the "Purchase Agreement") with Link Staffing
Services Corporation, Franlink, Inc., and Stafflink, Inc.
(collectively, the "Sellers").
Pursuant to the
Purchase Agreement, HQ Link will acquire Sellers' franchise
relaionships and certain other assets and will assume certain
liabilities of the Sellers (such acquisition and assumption, the
"Transaction"), for a purchase price of approximately $11.1 million
(the "Purchase Price").
Consummation of the
Transaction is subject to the satisfaction or waiver of customary
closing conditions including, without limitation, the accuracy of
each party's representations and warranties (subject to a
limitation that inaccuracies amount in the aggregate to a Material
Adverse Effect as defined in the Purchase Agreement), the
performance by each party in all material respects of their
obligations under the Purchase Agreement, the delivery by each
party of standard documents, certificates, and resolutions
authorizing and evidencing the Transaction, and obtaining certain
consents and approvals. In addition the Sellers shall have
satisfied, either through forgiveness, appropriate escrow, payment
or any combination, all amounts borrowed pursuant to the Paycheck
Protection Program. The Transaction will be financed with
cash-on-hand and a credit facility with Truist Bank and is not
subject to any financing condition. Subject to the satisfaction or
waiver of the conditions above, the closing of the Transaction is
expected to occur by March 31, 2021.
The Purchase
Agreement contains customary representations, warranties,
covenants, and termination rights. Upon signing, HQ
Link placed $1.5 million in escrow which will be credited against
the Purchase Price at closing or paid to the Sellers if HQ Link or
Sellers terminate the Purchase Agreement pursuant to certain
provisions. The parties have agreed to customary
indemnification rights subject to certain deductibles and
caps.
The foregoing
description of the Purchase Agreement and the Transaction does not
purport to be complete and is qualified in its entirety by
reference to the Purchase Agreement, a copy of which is filed as
Exhibit 2.1 hereto and is incorporated herein by reference. The
representations, warranties, and covenants made by the parties in
the Purchase Agreement: (a) were made solely for the benefit of the
parties to the Purchase Agreement; (b) are subject to limitations
agreed upon by the contracting parties, including being qualified
by confidential disclosure schedules; (c) may have been made for
the purposes of allocating contractual risk between the parties to
the Purchase Agreement instead of establishing matters as facts;
and (d) are subject to the standards of materiality applicable to
the contracting parties that may differ from those applicable to
investors. Investors should not rely on any representations,
warranties, or covenants contained in the Purchase Agreement, or
any descriptions thereof, as characterizations of the actual state
of facts or conditions of the Company, HQ Link, or the Sellers or
any of their respective subsidiaries or affiliates. Information
concerning the subject matter of any such representations,
warranties, and covenants may change after the date of the Purchase
Agreement. Accordingly, investors should read the representations
and warranties in the Purchase Agreement not in isolation, but only
in conjunction with the other information about the Company that it
includes in reports, statements, and other filings it makes with
the Securities and Exchange Commission ("SEC").
Item
7.01
Regulation
FD Disclosure
Also on February
12, 2021, the Board of Directors of the Company declared a
quarterly cash dividend of $0.05 per share of common stock expected
to be paid on March 15, 2021 to stockholders of record as of March
1, 2021 (the "Dividend").
On February 16,
2021, the Company issued a press release announcing the Transaction
and the Dividend. A copy of the press release is attached hereto as
Exhibit 99.1.
The information
contained in Exhibit 99.1 is furnished pursuant to Item 7.01 and
shall not be deemed to be "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 or
Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended
(the "Securities Act"). In addition, the information included in
Exhibit 99.1 shall not be deemed to have been incorporated by
reference into any filing of the Company, whether made before or
after the date hereof, regardless of any general incorporation
language in such filing, unless expressly incorporated by specific
reference into such filing. The furnishing of this information
hereby shall not be deemed an admission as to the materiality of
such information.
Item 9.01
Financial
Statements and Exhibits
(d)
Exhibits
2.1
Asset
Purchase Agreement dated February 12, 2021 between and among LINK
Staffing Services Corporation, Franlink, Inc., Stafflink, Inc., and
HQ Link Corporation
Cautionary Note Regarding Forward Looking
Statements
This
Current Report on Form 8-K and the Exhibits attached hereto and
furnished herewith, contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
including statements regarding the Purchase Agreement, the
acquisition of certain assets of the Sellers, the acquisition of
certain assets from Snelling Staffing, and the expected benefits
from such Transactions including the increased ability to attract
franchisees or national accounts, increased earnings and revenue,
and the effects of expanded scale. All statements other than
statements of historical facts contained herein and therein,
including the statements identified in the preceding sentence and
other statements regarding our future financial position and
results of operations, liquidity, business strategy, and plans and
objectives of management for future operations, are forward-looking
statements. The words “expect,” “intend,”
“anticipate,” “will,”
“believe,” “may,” “estimate,”
“continue,” “should,” “plan,”
“could,” “target,” “potential,”
“is likely,” and similar expressions as they relate to
the Company, HQ Link, the Sellers, or the Snelling entities are
intended to identify forward-looking statements. We have based
these forward-looking statements largely on management’s
expectations and projections regarding future events and financial
trends that we believe may affect our financial condition,
operating performance, business strategy, and financial needs.
These forward-looking statements involve a number of risks and
uncertainties.
Important
factors that could cause actual results to differ materially from
these forward-looking statements include: the possibility that the
asset acquisitions will not close including without limitation, due
to the failure to satisfy any closing conditions; the possibility
that the anticipated benefits of the asset acquisitions will not be
realized or will not be realized within the expected time period;
the risk that Sellers' business or Snelling's business may not be
integrated successfully and disruption from the acquisitions may
make it more difficult to maintain business and operational
relationships; and several other factors.
Further
information on risks we face is detailed in our filings with the
Securities and Exchange Commission, including our Form 10-K for the
fiscal year ended December 31, 2019, our quarterly reports on Form
10-Q filed since that date, and will be contained in our SEC
filings in connection with this acquisition and the Snelling
acquisition. Any forward-looking statement made by us herein speaks
only as of the date on which it is made. Factors or events that
could cause our actual results to differ may emerge from time to
time, and it is not possible for us to predict all of them. The
Company undertakes no obligations to publicly update any
forward-looking statements, whether as a result of new information,
future developments or otherwise, except as may otherwise be
required by law.
SIGNATURES
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.
|
|
|
|
|
|
|
|
|
HIREQUEST,
INC.
|
||
|
|
|
(Registrant)
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
|
Date: February 16,
2021
|
|
|
|
/s/ John McAnnar
|
|
|
|
|
|
John
McAnnar
|
|
|
|
|
|
Chief Legal
Officer
|