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): 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

Exhibit	Description
99.1	Press Release dated November 3, 2021 (furnished only)

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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

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EX-99.1

 EXHIBIT 99.1

HireQuest, Inc. Announces Acquisition of a Division of Dental Power

HireQuest Acquires Leading Dental Staffing Operations; Expands Skilled Staffing Offerings into the Dental Industry

GOOSE CREEK, South Carolina – November 3, 2021 – HireQuest, Inc. (Nasdaq: HQI), a national franchisor of on-demand, temporary, and commercial staffing services, today announced that it has entered into a definitive agreement to acquire the Dental Power Staffing (“DPS”) division of Dental Power (www.dentalpower.com), a 46 year old dental staffing company headquartered in Carrboro, North Carolina. Dental Power’s DPS division is a leading provider of temporary, long-term contract, and direct-hire staffing services to private sector dental practices across the United States. The division generated $3.5 million in revenue for the last twelve months ended September 30, 2021.

“We are excited to welcome the Dental Power Staffing team to HireQuest,” commented Rick Hermanns, HireQuest’s President and Chief Executive Officer. “Dental Power is an industry pioneer with long-standing client relationships and an outstanding reputation in the dental industry. As part of the HireQuest family we believe there are substantial opportunities to further build on what Dental Power has achieved so far.”

“The acquisition of Dental Power squarely fits within the parameters of our growth strategy. This acquisition provides us with a new platform from which to grow while maintaining our margin targets and not taking certain jurisdictional risks. Additionally, we believe that adding Dental Power Staffing will create further recruiting efficiencies and synergies within HireQuest that will benefit our entire system.”

Jamie Understein, President of Dental Power, added, “I’m excited for the next chapter of Dental Power Staffing. This combination with HireQuest brings resources and experience that will help expedite growth and expansion across the United States. I am also so delighted to be passing along the Dental Power flagship services, started by my mother in 1975, to another successful family founded company.”

Dental Power Staffing will operate as a corporate owned subsidiary of HireQuest with its existing team, and Jamie Understein will continue as a consultant to HireQuest. HireQuest remains committed to its franchise model and is developing a franchise offering tailored to the dental market which it expects to introduce in the first half of 2022, using DPS as the platform to launch this offering. HireQuest will fund this acquisition with existing cash on hand and a modest draw on its existing line of credit. Completion of the transaction is subject to a number of closing conditions. Subject to such conditions, the transaction is expected to close in the fourth quarter of 2021. During the interim, Dental Power Staffing will remain open for business without interruption.

About HireQuest

HireQuest, Inc. is a nationwide franchisor that provides on-demand labor and commercial staffing solutions in the light industrial, blue-collar, and commercial segments of the staffing industry for HireQuest Direct, HireQuest, Snelling, and LINK franchised offices across the United States. Through its national network of over 210 franchisee-owned offices in more than 35 states and the District of Columbia, HireQuest provides employment for approximately 60,000 individuals annually that work for thousands of customers in numerous industries including construction, light industrial, manufacturing, hospitality, clerical, medical, travel, and event services. For more information, visit www.hirequest.com.

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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 acquisition of Dental Power Staffing, potential development of new franchise offerings, or the integration of Dental Power Staffing with HireQuest’s operations and the impact of the potential impact of the foregoing on results of operations and financial conditions of HireQuest. All statements other than statements of historical facts contained herein, 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 or Dental Power Staffing, 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 anticipated benefits of the acquisition will not be realized or will not be realized within the expected time period; the risk that Dental Power Staffing’s business may not be integrated successfully and disruption from the acquisition 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, 2020, our quarterly reports on Form 10-Q filed since that date, 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.

Company Contact:

HireQuest, Inc.

David Hartley, Director of Corporate Development

(800) 835-6755

Email: cdhartley@hirequest.com

Investor Relations Contact:

Hayden IR

Brett Maas

(646) 536-7331

Email: brett@haydenir.com

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XML

Cover	Nov. 03, 2021
Cover [Abstract]
Entity Registrant Name	HIREQUEST, INC.
Entity Central Index Key	0001140102
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Nov. 03, 2021
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Incorporation State Country Code	DE
Entity File Number	000-53088
Entity Tax Identification Number	91-2079472
Entity Address Address Line 1	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
Security 12b Title	Common Stock, $0.001 par value
Trading Symbol	HQI
Security Exchange Name	NASDAQ