SEC Filing Summary: Command Center, Inc. (Form 8-K)
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Command Center, Inc. (Note: Metadata referenced "Hirequest, Inc.", but the filing text identifies the registrant as Command Center, Inc.) on November 30, 2007. The report details a private placement of equity securities and related registration rights agreements.
Key Financial Metrics and Transaction Details
- Offering Proceeds: $10,067,000 aggregate purchase price.
- Securities Issued: 10,067,000 Units sold to investors.
- Unit Composition: Each Unit consists of one share of Common Stock and a warrant to purchase 0.50 share of Common Stock.
- Warrant Details: Warrants allow purchase of up to 5,033,500 shares at an exercise price of $1.25 per share.
- Placement Agent Compensation:
- Conversion of a $500,000 bridge loan note into Units at $1.00 per Unit.
- Acceptance of $567,000 of placement fees in Units at $1.00 per Unit.
- Issuance of additional warrants to purchase 1,140,000 shares at $1.25 per share.
- Post-Offering Share Count: 35,419,667 Common Shares outstanding (excluding shares issuable upon warrant exercise).
- Use of Proceeds: Expansion and working capital.
Material Changes
The filing reports a significant capital raise event. The company converted existing debt ($500,000) and a portion of placement fees ($567,000) into equity, reducing cash obligations while increasing the share count. The filing does not provide comparative financial metrics (revenue, profit, cash flow) for prior periods as this is a transaction-specific report.
Guidance, Outlook, and Obligations
- Registration Obligations: The Company must file a registration statement for the resale of shares within 45 days of closing and cause it to become effective within 120 days.
- Continuous Effectiveness: The Company must keep the registration statement effective until all shares are sold or two years after effectiveness, whichever is earlier.
- Costs: The Company is obligated to pay all costs and expenses associated with the registration statement.
- Exemptions: The sale was made under Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D.
Investor Verification Checklist
- Verify the exact number of shares outstanding post-offering (35,419,667) and the total potential dilution from all outstanding warrants.
- Confirm the status of the registration statement filing and its effectiveness date (required within 120 days of Nov 30, 2007).
- Review the "Securities Purchase and Registration Rights Agreement" (Exhibit 4.1) for specific covenants or restrictions on the investors.
- Assess the company's liquidity position given the stated use of proceeds for "expansion and working capital."
- Clarify the discrepancy between the metadata company name ("Hirequest, Inc.") and the filing registrant ("Command Center, Inc.").