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) July 1, 2021

DHI Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-33584	20-3179218
(Commission File Number)	(IRS Employer Identification No.)
6465 South Greenwood Plaza, Suite 400, Centennial, Colorado		80111
(Address of Principal Executive Offices)		(Zip Code)

(212) 448-6605

(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, 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, par value $0.01 per share	DHX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. o

ITEM 7.01.    Regulation FD Disclosure.

On July 1, 2021, DHI Group, Inc. ("DHI" or the "Company") issued a press release announcing the transfer of a majority ownership of its eFinancialCareers business (“eFC”) to eFC’s management team. A copy of the press release issued by the Company on July 1, 2021 announcing the completion of the transfer is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information set forth in this Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for 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 incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

ITEM 9.01.    Financial Statements and Exhibits.

(a)Financial Statements of Business Acquired.

Not applicable.

(b)Pro Forma Financial Information.

Not applicable.

(c)Shell Company Transactions.

Not applicable.

(d)Exhibits.

EXHIBIT NO.	DESCRIPTION
99.1	Press Release, dated July 1, 2021

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.

		DHI GROUP, INC.
Date:	July 1, 2021	By: /S/ Brian P. Campbell
		Name: Brian P. Campbell
		Title: Chief Legal Officer

EXHIBIT INDEX
99.1	Press Release, dated July 1, 2021

EX-99.1

DHI Group, Inc. Completes Spinoff of eFinancialCareers and Guides to a Return to Total Revenue Growth in its Second Quarter Ended June 30, 2021

CENTENNIAL, Colorado JULY 1st, 2021 -- DHI Group, Inc. (NYSE: DHX) ("DHI" or the "Company") today announced that the Company has transferred majority ownership of its eFinancialCareers business (eFC), the world’s leading financial services career site, to eFC’s management team. DHI will retain a 40% equity interest in eFC and have board representation.

“With the disposition of eFC, DHI will be solely focused on the technology career marketplace in the United States through our two brands Dice and ClearanceJobs,” said Art Zeile, CEO of DHI Group, Inc. “We believe this focus on technologists along with the positive bookings and revenue trends we are experiencing will create greater long-term value for our clients, candidates, employees and shareholders.”

“With our continued strong bookings momentum in the second quarter, as well as the eFC spinoff announced today, we expect total revenue growth for DHI Group on both a sequential and year-over-year basis for our second quarter ended yesterday,” said Kevin Bostick, Chief Financial Officer.

Starting with the second quarter ended June 30, 2021, DHI Group will report its financial results in the statements of operations excluding eFC from continuing operations. Historical financial information regarding eFC’s results can be found on the Company’s investor relations page at www.dhigroupinc.com/investors.com.

About DHI Group, Inc.

DHI Group, Inc (NYSE: DHX) is a provider of AI-powered software products, online tools and talent acquisition services, delivering career marketplaces to candidates for technology-focused roles and employers hiring tech talent globally. DHI's brands —Dice and ClearanceJobs— enable recruiters and hiring managers to efficiently search, match and connect with highly skilled technologists in specialized fields, particularly across the technology vertical and those with active government security clearances. Through our marketplaces, technology professionals find ideal employment opportunities, relevant job advice and personalized insights to best manage their whole technologist life. For more than 30 years, we have leveraged the latest technology to foster career connections across North America. Learn more at www.dhigroupinc.com.

Investor Contact

MKR Investor Relations Inc.

Todd Kehrli

310-625-4462

ir@dhigroupinc.com

Media Contact

Rachel Ceccarelli

VP of Engagement

212-448-8288

media@dhigroupinc.com

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Forward-Looking Statements

This press release and oral statements made from time to time by our representatives contain forward-looking statements. You should not place undue reliance on those statements because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include, without limitation, information concerning our possible or assumed future results of operations. These statements often include words such as "may," "will," "should," "believe," "expect," "anticipate," "intend," "plan," "estimate" or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to execute our tech-focused strategy, competition from existing and future competitors in the highly competitive markets in which we operate, failure to adapt our business model to keep pace with rapid changes in the recruiting and career services business, failure to maintain and develop our reputation and brand recognition, failure to increase or maintain the number of customers who purchase recruitment packages, cyclicality or downturns in the economy or industries we serve, the impact of the coronavirus COVID-19 outbreak on our operations and financial results, the uncertainty in respect of the regulation of data protection and data privacy, failure to attract qualified professionals to our websites or grow the number of qualified professionals who use our websites, failure to successfully identify or integrate acquisitions, U.S. and foreign government regulation of the Internet and taxation, our ability to borrow funds under our revolving credit facility or refinance our indebtedness and restrictions on our current and future operations under such indebtedness. These factors and others are discussed in more detail in the Company's filings with the Securities and Exchange Commission, all of which are available on the Investors page of our website at www.dhigroupinc.com, including the Company's most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings under the headings "Risk Factors," "Forward-Looking Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." You should keep in mind that any forward-looking statement made by the Company or its representatives herein, or elsewhere, speaks only as of the date on which it is made. New risks and uncertainties come up from time to time, and it is impossible to predict these events or how they may affect us. We have no obligation to update any forward-looking statements after the date hereof, except as required by federal securities laws.

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XML

Document and Entity Information	Jul. 01, 2021	Jun. 30, 2021
Document and Entity Information [Abstract]
Document Type		8-K
Entity Registrant Name		DHI Group, Inc.
Entity Incorporation, State or Country Code		DE
Entity Address, Postal Zip Code		80111
City Area Code		212
Local Phone Number		448-6605
Entity Address, Address Line One		6465 South Greenwood Plaza
Entity Address, City or Town		Centennial
Entity Address, Address Line Two		Suite 400
Written Communications		false
Soliciting Material		false
Pre-commencement Tender Offer		false
Pre-commencement Issuer Tender Offer		false
Title of 12(b) Security		Common Stock, par value $0.01 per share
Trading Symbol		DHX
Security Exchange Name		NYSE
Entity Emerging Growth Company		false
Entity File Number		001-33584
Entity Tax Identification Number		20-3179218
Document Information [Line Items]
Entity Central Index Key		0001393883
Document Type		8-K
Document Fiscal Year Focus		2021
Document Fiscal Period Focus		FY
Amendment Flag		false
Entity Address, Postal Zip Code		80111
Entity Address, Address Line One		6465 South Greenwood Plaza
Entity Address, Address Line Two		Suite 400
Entity Address, City or Town		Centennial
Entity Address, State or Province		CO
Entity Emerging Growth Company		false
Pre-commencement Issuer Tender Offer		false
Pre-commencement Tender Offer		false
Soliciting Material		false
Written Communications		false
Document Period End Date	Jul. 01, 2021
Document Report Date	Jul. 01, 2021