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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):  April 14, 2014

 

GENERAL EMPLOYMENT ENTERPRISES, INC

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(Exact name of registrant as specified in its charter)

 

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:

 

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing;

A press release detailing the foregoing is furnished herewith as Exhibit 99.1

 

Item 3.02

Unregistered Sales of Equity Securities;

General Employment Enterprises, Inc. (the “Company”), Aracle SPF I, LLC, a New York based fund (“Aracle”) and a second institutional investor (both companies referred to as “Investors”), have entered into certain Securities Purchase Agreements ( “SPA”) pursuant to which the Investors purchased 625,000 shares of common stock (the “Shares”) of the Company and 312,500 common stock purchase warrants (the “Warrants”).  The Warrants are exercisable 6 months after issuance, have a term of 4 years, and have an exercise price of $0.25 per warrant share.  The SPA contains standard representations, warranties, and covenants.  In addition, the SPA’s contain a price adjustment mechanism that requires the Company, with certain exceptions, to issue additional shares of common stock to the Investors in the event the Company, within twelve months of the initial closing under the SPA’s, issues certain equity securities at a price per share less than $0.20, provided, however, as long as the Company is listed on the NYSE MKT the total number of shares issuable under the foregoing adjustment provision for the Investors may not exceed 19.9% of the Company’s outstanding shares of common stock on March 30, 2014.  Further, in the event the Company is delisted from NYSE MKT while the Investors own at least 51% of the Shares issued to it under the SPA’s, the Company shall issue an additional 625,000 Shares to the Investors, and the 12 month price adjustment period shall be extended to 36 months.  The Company granted the Investors piggyback registration rights with respect to the Shares and the shares of common stock underlying the Warrants.

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The Shares and securities underlying Warrants were issued to the Investors, accredited investors, pursuant to the exemption from registration provided by Rule 506 of Regulation D as promulgated under the Securities Act of 1933, as amended, and other applicable exemptions.  The issued securities will contain a standard restricted legend.  The Company incurred certain expenses related to the Stock Purchase Agreement and the second closing thereunder of approximately $7,500, which were paid from the proceeds of the initial closing.  No finder’s or placement agent fees were paid in connection with the offering.

SIGNATURE

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Item 9.01

Financial Statements and Exhibits.

 

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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, thereunto duly authorized.

 

 

 

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