8-K

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): December 12, 2022

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 2.01.         Completion of Acquisition or Disposition of Assets.

On December 12, 2022, HQ Snelling Corporation (“HQ Snelling”), a wholly owned subsidiary of HireQuest, Inc. (the “Company”) completed its acquisition of certain assets and assumption of certain liabilities (the “Transaction”) of MRI Network Holdings, Inc., Management Recruiters International, Inc., MRI International, LLC, and MRI Contract Staffing, LLC (collectively, the “Sellers”) in accordance with the terms of the Asset Purchase Agreement (the “Purchase Agreement”) dated November 16, 2022 by and among HQ Snelling, the Sellers, and Bert Miller as Sellers’ Representative. The assets acquired included customer lists and franchise agreements, and other items set forth in the Purchase Agreement which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 16, 2022 which is incorporated herein by reference, as amended by the First Amendment, filed herewith as Exhibit 2.1 and incorporated herein by reference.

The description of the effects of the Transaction does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Purchase Agreement.

Item 7.01         Regulation FD Disclosure.

Also on December 12, 2022, the Company issued a press release announcing the closing of the Transaction, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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

99.1         Press Release dated December 12, 2022 (furnished only)

104         Cover Page Interactive Data File (embedded within the Inline XBRL document).

Cautionary Note Regarding Forward Looking Statements. 

This Current Report, including the document furnished herewith, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including statements regarding the acquisition of certain assets of MRI and the expected benefits from such transaction including increased earnings and revenue and the effects of expanded scale. All statements other than statements of historical facts contained herein 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,” “expectation,” “intend,” “anticipate,” “will,” “believe,” “may,” “estimate,” “continue,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” and similar expressions as they relate to the company or MRI, are intended to identify forward-looking statements. We have based these forward-looking statements largely on management’s expectations and projections regarding future events, negotiations, 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 anticipated benefits of the asset acquisition will not be realized or will not be realized within the expected time period; the risk that MRI’s business may not be integrated successfully; the risk that disruption from the acquisition may make it more difficult to maintain existing business and operational relationships; and several other factors.

Further information on risks we face is detailed in our filings with the SEC, including our Form 10-K for the fiscal year ended December 31, 2021, our quarterly reports on Form 10-Q filed since that date, our current report on Form 8-K filed with the SEC on November 16, 2022, and will be contained in our SEC filings in connection with this 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: December 12, 2022		/s/ John McAnnar
		John McAnnar
		Chief Legal Officer, Vice President, and Corporate Secretary

EX-99.1

Exhibit 99.1

HireQuest, Inc. Announces the Closing of the MRINetwork Acquisition

GOOSE CREEK, South Carolina – December 12, 2022 – HireQuest, Inc. (Nasdaq: HQI), a national franchisor of direct dispatch, executive search, and commercial staffing services, today announced that it has completed the previously disclosed acquisition of certain assets of MRINetwork, (“MRI”) (mrinetwork.com), the third-largest executive recruiting network in the world, headquartered in Delray Beach, Florida. MRI brings an additional franchise offering for executive search and its 232 franchise offices in the U.S. and internationally give HireQuest immediate scale in the segment.

Richmond, Virginia-based Transact Capital Securities, LLC served as financial advisor to MRINetwork.

About HireQuest

HireQuest, Inc. is a nationwide franchisor of direct dispatch, executive search, and commercial staffing solutions for HireQuest Direct, HireQuest, Snelling, Link, and Northbound Executive Search franchised offices across the United States. Through its national network of over 225 franchisee-owned offices in more than 38 states and the District of Columbia, HireQuest provides employment for approximately 75,000 individuals annually that work for thousands of customers in numerous industries including construction, light industrial, manufacturing, hospitality, clerical, medical, travel, financial services, and event services. For more information, visit www.hirequest.com.

Important Cautions Regarding Forward-Looking Statements

This news release includes, and the company’s officers and other representatives may sometimes make or provide certain estimates and other forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act, including, among others, statements with respect to future economic conditions; future revenue or sales and the growth thereof; operating results; anticipated benefits of the combination of HQI and MRI’s assets; the transition of MRI’s franchisees to HQI’s systems, effects of expanded scale or offerings, or the status of integration of MRI’s operations. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will,” and similar references to future periods. While the company believes these statements are accurate, forward-looking statements are not historical facts and are inherently uncertain. The company cannot assure you that these expectations will occur, and its actual results may be significantly different because of various risks and uncertainties discussed in the “Risk Factors” section and elsewhere in the company’s most recent Annual Report on Form 10-K and subsequent filings with the SEC. Any forward-looking statement made by the company or its management in this news release is based only on information currently available to the company and speaks only as of the date on which it is made. The company and its management disclaim any obligation to update or revise any forward-looking statement, whether written or oral, that may be made from time to time, based on the occurrence of future events, the receipt of new information, or otherwise, except as required by law.

Company Contact:                                                  Investor Relations Contact:

HireQuest, Inc.                                                          IMS Investor Relations 

David Hartley, VP of Corporate Development         John Nesbett/Jennifer Belodeau

(800) 835-6755                                                         (203) 972-9200  

Email: cdhartley@hirequest.com                              Email: hirequest@imsinvestorrelations.com

XML

Document And Entity Information	Dec. 12, 2022
Document Information [Line Items]
Entity, Registrant Name	HIREQUEST, INC.
Document, Type	8-K
Document, Period End Date	Dec. 12, 2022
Entity, Incorporation, State or Country Code	DE
Entity, File Number	000-53088
Entity, Tax Identification Number	91-2079472
Entity, Address, Address Line One	111 Springhall Drive
Entity, Address, City or Town	Goose Creek
Entity, Address, State or Province	SC
Entity, Address, Postal Zip Code	29445
City Area Code	843
Local Phone Number	723-7400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	HQI
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001140102