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): November 3, 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 7.01. Regulation FD Disclosure.
On November 3, 2021, HireQuest, Inc. (the “Company”) issued a press release (the “Press Release”) announcing it had entered into an agreement to purchase certain assets of Dental Power International, Inc. A copy of the Press Release is attached hereto as Exhibit 99.1.
The information in this Item 7.01 and in Exhibit 99.1 attached hereto, is being furnished and 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, nor shall it be deemed subject to the requirements of amended Item 10 of Regulation S-K, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality of such information.
The information in this report and Exhibit 99.1 hereto may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including, without limitation, statements relating to the potential acquisition of certain assets of Dental Power International, Inc., the closing of the transaction and subsequent integration of such assets into our current business, the financial performance of our business, and any potential future franchise offering related to this proposed acquisition. Forward-looking statements are based on the current beliefs, assumptions, and expectations of management and current market conditions. There can be no assurance that the transaction will close and that the assets purchased, should the transaction close, will be successfully integrated or that the Company will create a franchised offering based on the potential acquisition. These matters are subject to various risks and uncertainties, including: the satisfaction of various closing conditions; risks related to integration of the assets post-closing; the danger that management may be distracted during the transition and integration phases, and those risks, uncertainties, and other factors identified from time to time in the Company's filings with the Securities and Exchange Commission.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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: November 3, 2021 | | /s/ John McAnnar | |
| | John McAnnar | |
| | Vice President, Chief Legal Officer, and Secretary | |
