UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 1.01 | Entry Into a Material Definitive Agreement. |
The information set forth below in “Item 2.01 Completion of Acquisition or Disposition of Assets” of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On October 29, 2021, Hudson Global, Inc. (the “Company”), entered into a membership interest purchase agreement (the “MIPA”) by and among the Company, Hudson Global Resources Management, Inc., a wholly-owned subsidiary of the Company (“Buyer”), and Daniel Williams (“Seller”), and completed the acquisition by Buyer from Seller of all of the issued and outstanding membership interests in Karani, LLC (the “Target”), as set forth in the MIPA (the “Acquisition”).
As consideration for the Acquisition, under the MIPA, the Seller received a purchase price of (i) Six Million Dollars ($6,000,000) in cash subject to certain adjustments set forth in the MIPA at the closing of the Acquisition; and (ii) a promissory note in the aggregate principal amount of Two Million Dollars ($2,000,000), payable in installments on the six (6) month and eighteen (18) month anniversaries of the closing, as further described in the MIPA.
In connection with the Acquisition, certain key employees of the Target entered into employment agreements with the Company.
The foregoing summary of the MIPA and the Acquisition does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the MIPA, which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
| Item 8.01 | Other Events. |
On November 1, 2021, the Company issued a press release relating to the signing of the MIPA and the closing of the Acquisition. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1, and is incorporated by reference.
| 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.
| HUDSON GLOBAL, INC. | ||||
| Dated: November 1, 2021 | By: | /s/ Jeffrey E. Eberwein | ||
| Name: | Jeffrey E. Eberwein | |||
| Title: | Chief Executive Officer | |||