Item 8.01 Other Events.
On December 16, 2021, Cross Country Healthcare, Inc. (the "Company") acquired
substantially all of the assets and certain liabilities of Selected, Inc.
("Selected") pursuant to an Asset Purchase Agreement (the "Purchase Agreement"),
by and among the Company, Selected, certain holders of capital stock of Selected
party thereto (the "Owners"), and Waine Tam as representative of the Owners (the
"Transaction"). The acquired business of Selected primarily consists of a
software-as-a-service, subscription-based recruiting and talent matching
platform and will report to the Company's Cross Country Education business unit.
The Company (i) paid $3,500,000 in cash consideration, subject to adjustment and
payable in accordance with the Purchase Agreement; and (ii) issued shares of
common stock, par value $0.0001 per share, of the Company ("Common Stock") with
an aggregate value of $1,500,000 calculated based on the average closing price
of such Common Stock over the five (5) trading days immediately preceding the
closing date. Additionally, pursuant to the Purchase Agreement, Selected is
eligible to receive up to an additional $1,500,000 in earn-out cash
consideration based on Selected's revenues for each of the twelve (12) month
periods ending on the first and second anniversaries of the first day after the
closing date.
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