Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

Subsequent Events
3 Months Ended
Dec. 31, 2014
Notes to Financial Statements  
Subsequent Events

Subsequent to year end, a total of 3,094,339 shares of common stock were issued, however no cash was received for these issuances.


1,224,149 shares of common stock were issued related to several cashless warrant conversions.


356,521 shares of common stock were issued to the Board of Directors for services. The Company was relieved of approximately $71,000 in board fees accrued at December 31, 2014. The Company will record the fair value of the shares at date of issuance as compensation expense, net of any amount already accrued at December 31, 2014.


263,669 shares of common stock were issued to employees of the Company who exercised their stock options on a cashless basis.


Brio converted $250,000 of its outstanding loan into 1,250,000 shares of the Company’s common stock. Based on the closing stock price of $0.85 per common share, the 1,250,000 shares will convert into approximately $1,062,500 of equity and the Company will recognize a gain on the conversion on the derivative liability of approximately $236,000 during the quarter ended March 31, 2015.


On December 11, 2014, General Employment Enterprises, Inc. (the “Company”) entered into a Stock Exchange Agreement (the “SCRIBE Agreement”) with Brittany M. Dewan as Trustee of the Derek E. Dewan Irrevocable Living Trust II dated the 27th of July, 2010, Brittany M. Dewan, individually, Allison Dewan, individually, Mary Menze, individually, and Alex Stuckey, individually (collectively, the “Scribe Shareholders”). Pursuant to the terms of the SCRIBE Agreement the Company will acquire 100% of the outstanding stock of Scribe Solutions Inc., (“Scribe”) from the Scribe Shareholders for 640,000 shares of Series A Preferred Stock (the “Preferred Stock”) of the Company. In addition, the Company will exchange warrants to purchase up to 6,400,000 shares of the Company’s common stock, for $0.20 per share, with a term of 5 years (the “Warrants”), for Scribe warrants held by two individuals. The issuances of Preferred Stock and Warrants by the Company shall be effected in reliance on the exemptions from registration afforded by Section 4(a)(2) of the Securities Act of 1933, (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder. The transactions set forth in the SCRIBE Agreement are based on a valuation of Scribe of not less than $6,400,000.


The transaction has been unanimously approved by the written consent of the Board of Directors of the Company (the “Board”) and the holders of a majority of the Company’s outstanding common stock. The closing of the transactions set forth in the SCRIBE Agreement is subject to customary conditions to closing, and is expected to occur prior to March 31, 2015.