エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 7, 2023
________________________________
RECRUITER.COM GROUP, INC. |
(Exact name of registrant as specified in its charter) |
Nevada |
|
001-53641 |
|
90-1505893 |
|
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
500 Seventh Avenue
New York, New York 10018
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (855) 931-1500
Not Applicable
(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 12(b) of the Act:
Title of class |
|
Trading symbol |
|
Name of exchange on which registered |
Common Stock |
|
RCRT |
|
NASDAQ Capital Market |
Common Stock Purchase Warrants |
|
RCRTW |
|
NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On March 7, 2024, Job Mobz and the Company entered into an Amendment to the Asset Purchase Agreement (Exhibit 2.1) (“Job Mobz Amendment”). The Job Mobz Amendment amends the Asset Purchase Agreement signed August 16, 2023 by extending the Closing Date until 5 p.m. Pacific Time on June 30, 2024. The Company will receive a non-refundable payment of one hundred thousand ($100,000) from Job Mobz within two days and an additional one hundred and fifty thousand ($150,000) within thirty (30) days. The payment of two hundred and fifty thousand ($250,000) shall be credited towards and count against the cash portion of the Purchase Price from the original Asset Purchase Agreement. The Job Mobz Amendment also describes certain details regarding Stock Compensation and Sales and Expenses. Except as amended by the Job Mobz Amendment, the existing agreement shall remain in full force and effect in all respects. All descriptions of the Job Mobz Amendment herein are qualified in their entirety by reference to the text of the Amendment filed as Exhibits 2.1 hereto.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Officer and Director Appointment
Granger Whitelaw - Appointment as Chief Executive Officer
On March 7, 2024, Miles Jennings resigned as Chief Executive Officer and President of Recruiter.com Group, Inc. (the “Company”), and effective as of March 7, 2024, the Company appointed Granger Whitelaw as the Company’s new Chief Executive Officer and President. Miles Jennings will continue in his role as a member of the board and interim Chief Financial Officer.
Mr. Whitelaw, 57, brings the Company over 30 years of executive experience in finance, operations, sales, marketing, mergers, public offerings, private equity financings, corporate governance and business development. He has successfully built and advised multiple businesses across several industries, including media, aviation, racing, entertainment, software, technology, consumer products and real estate, both in the U.S. and internationally. Since July 12, 2023, he has served as the CEO of GoLogiq, Inc. Over the last several years, he has worked for The Vietnam Group, a business advisory and consulting firm based in Ho Chi Minh City that provides supply chain, financial, governmental and digital services. He is the founder and CEO of the Raybar Group, a global management consulting agency that includes subsidiary companies such as The Vietnam Group, Transpacific Media, Pharmacy Advisors Limited, ParaStem Health, as well as the Lotus Talks podcast.
He is a founding benefactor of the XPrize Foundation and the co-founder and CEO of the Rocket Racing League, where he led the development of software, gaming platforms, and aeronautic technology development. He founded EBS Ltd in Bermuda, an early SaaS software company. He also served as EVP of CoreCommerce, a leading SaaS eCommerce platform acquired in 2016 by a group of entrepreneurs and business executives. He is a founding partner of TrendSphere, a Think Tank for CIOs. He also earlier served as banker at a leading investment bank, Cowan Financial Group, in New York City.
As an avid philanthropist, Whitelaw has founded several organizations aimed at making a difference in the world. This includes the Amber Development Group for the Amber Alert program, a technology platform that helps to locate missing children.
He serves on the board of directors for GoLogiq, Inc. since March 15, 2022 and BZani Animation. He previously served on the board of directors of Coffee Masters, Vemics, 360 Global Wine Co, and TRG International. He also served as chairman of the board for Benfe Motors, an electric motorcycle manufacturer and distributor in Southeast Asia.
Appointment as Director
On March 7, 2024, the Company accepted the resignation of Robert Heath and appointed Granger Whitelaw to the Company’s Board of Directors. There was no arrangement or understanding between Mr. Whitelaw and any other person with respect to his appointment to the Board of Directors. There have been no transactions, nor are there any currently proposed transactions, in which the Company was or is to be a participant and in which Mr. Whitelaw or any member of his immediate family, had, or will have, a direct or indirect material interest.
Director Appointment
On March 7, 2024, the Company accepted the resignation of Timothy O’Rourke and appointed Lillian Mbeki as an independent director to the Company’s Board of Directors. Ms. Mbeki has been the Chief Executive Officer of ELLEM Marketing & Communications LTD since July 2013. She was awarded a Doctorate in Business Administration from Edinburgh Business School, Herriot Watt University, UK in 2015, a Master of Science in Health Systems Management from Kenyatta University, Kenya in 2011, a MBA with Specialism in Strategy & Negotiation from Edinburgh Business School, Herriot Watt University, UK in 2011 and a Bachelor of Science in Nursing from University of Nairobi, Kenya in 2000.
Ms. Mbeki will serve on the Board’s Audit, Compensation, and Nominating Committees. Ms. Mbeki will be eligible to receive compensation for her service on the Board of Directors consistent with that provided to all non-employee directors, which is described under the caption “Compensation of Non-Employee Directors” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 11, 2024, as adjusted by the Board of Directors from time to time. There was no arrangement or understanding between Ms. Mbeki and any other person with respect to her appointment to the Board of Directors. There have been no transactions, nor are there any currently proposed transactions, in which the Company was or is to be a participant and in which Ms. Mbeki or any member of her immediate family, had, or will have, a direct or indirect material interest.
Item 7.01 Regulation FD Disclosure
On March 11, 2024, the Company, issued a press release announcing the date for the annual shareholder meeting, the appointment of Granger Whitelaw as CEO, and the appointment of Granger Whitelaw and Lillian Mbeki to the Board of Directors. A copy of that press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
Exhibit 99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.
The information set forth under Item 7.01 of this Current Report on Form 8-K (“Current Report”), including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.
2 |
(d) Exhibits
Exhibit No. |
|
Description |
|
||
|
3 |
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.
Date: March 11, 2024 |
|
|
|
|
|
|
Recruiter.com Group, Inc. |
|
|
|
|
|
/s/ Granger Whitelaw |
|
|
Granger Whitelaw |
|
|
Chief Executive Officer |
|
4 |
EXHIBIT 2.1
AMENDMENT TO THE ASSET PURCHASE AGREEMENT
THIS AMENDMENT TO THE ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of March 5, 2024 (“Effective Date”) is entered into by and between Recruiter.com Group, Inc. ("Seller") and Job Mobz Inc ("Buyer"). Each is a “Party,” and both are the “Parties.”
WHEREAS, Seller and Buyer have entered into a certain Asset Purchase Agreement dated as of or about August 16, 2023 (the “Existing Agreement”);
WHEREAS, the Parties have already amended the agreement to extend the Closing until March 31, 2024.
WHEREAS, the Parties hereto have agreed to amend the Existing Agreement yet again as hereinafter set forth; and
NOW, THEREFORE, in consideration of the terms and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby enter into this Amendment.
SECTION 1 Definitions. All capitalized terms used in this Amendment (including in the recitals hereof) and not otherwise defined herein shall have the meanings assigned to them in the Existing Agreement.
SECTION 2 Amendment. The Existing Agreement is, as of the Effective Date, hereby amended to contain the following language:
Section 3.01 of the Existing Agreement shall read as follows:
Section 3.01 Closing. Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the "Closing") shall take remotely by exchange of documents and signatures (or their electronic counterparts), no later than 5 p.m. Pacific Time on June 30, 2024 or at such other time, date or place as Seller and Buyer may mutually agree upon in writing. The date on which the Closing is to occur is herein referred to as the "Closing Date.”
SECTION 3 Compensation.
|
| A) | Buyer shall pay to Seller a sum in the amount of two hundred and fifty thousand dollars ($250,000) in two payments (“Compensation”). The first payment of one hundred thousand dollars ($100,000) is payable within 48 hours of Effective Date and the second payment of one hundred and fifty thousand dollars ($150,000) is due within thirty (30) days of Effective Date. |
|
| B) | The payment of $250,000 shall be credited towards and count against the cash portion of Purchase Price. |
|
| C) | This Compensation shall not be refundable. This Compensation or the forfeiture of this Compensation shall not release Buyer from obligations for Closing. |
| 1 |
SECTION 4 Stock Payment
|
| A) | Section 2.05(b) of the Existing Agreement calls for an allocation of shares such that Seller shall own a ten percent (10%) share of the fully-diluted ownership structure of Buyer (referred to as the “Stock Payment”). If, Buyer, before Closing, undergoes a liquidity event, or performs a cash or stock distribution of any kind, Buyer shall either first deliver the Stock Payment to Seller, even if prior to Closing, or give equivalent compensation to Seller as it would receive had it received the Stock Payment. |
SECTION 5 Sales and Expenses
|
| A) | Buyer and Seller may additionally agree via email, with mutual consent, on certain matters such as the treatment of ongoing expenses or referral fees for sales generated on the asset prior to Closing. |
SECTION 6 Provisions Except as amended here, the Existing Agreement shall remain in full force and effect in all respects.
| 2 |
EXHIBIT 99.1
Recruiter.com Announces Annual Meeting and CEO Transition
Meeting to be held on Friday, 11:00 a.m. Eastern time on March 22, 2024
Recruiter.com Group, Inc. (NASDAQ:RCRT)(NASDAQ:RCRTW) ("Company"), announced its Annual Meeting of Shareholders ("Annual Meeting") to be held on Friday, March 22, 2024, at 11:00 a.m. Eastern time ("ET"). Voting at the Annual Meeting is for shareholders of record as of March 8, 2024.
Shareholder Meeting
|
| · | The complete Annual Meeting materials and proxy forms will soon be available and located at https://www.virtualshareholdermeeting.com/RCRT2024. At this web page, you will find complete meeting materials, proxy forms, and instructions on how to join the Annual Meeting online and submit questions. We encourage you to cast votes and lodge questions ahead of the meeting. |
|
|
|
|
|
| · | Your vote is important. Whether or not you plan to attend the Annual Meeting virtually, please vote as soon as possible by one of the methods described in the proxy materials for the Annual Meeting to ensure that your shares are represented and voted at the Annual Meeting. |
|
|
|
|
|
| · | If any shareholder has not received their Annual Meeting package in the mail or via email, please get in touch with the Company at investors@recruiter.com. |
|
|
|
|
|
| · | For any additional information and questions about the Annual Meeting, please contact investors@recruiter.com. |
CEO Appointment
The Company is pleased to announce the appointment of Granger Whitelaw as its new Chief Executive Officer, succeeding Miles Jennings. Mr. Jennings will continue to contribute to the Company as a Director, interim Chief Financial Officer, and CEO of a subsidiary of the Company, with a specific focus on facilitating the planned strategic spinout of certain assets of the current company.
Mr. Whitelaw brings a wealth of experience to the role, with over three decades of leadership in finance, operations, sales, marketing, mergers and acquisitions, corporate governance, and business development. His diverse background spans multiple industries, including media, aviation, racing, entertainment, software, technology, consumer products, and real estate, both domestically and internationally.
| 1 |
Board Changes
The Company also announced changes to its Board of Directors. Granger Whitelaw and Lillian Mbeki are joining as Directors, replacing Timothy O’Rourke and Robert Heath, to whom the Company extends its gratitude for their years of service. The new slate of directors will be presented for shareholder affirmation at the Annual Meeting.
About Recruiter.com Group, Inc.
Recruiter.com is a versatile recruiting platform that provides flexible talent acquisition solutions scaling from startups to the Fortune 100. With an expansive network of recruiting professionals and sophisticated recruitment marketing automation, Recruiter.com solves complex hiring challenges for businesses across the globe.
For investor information, please visit https://investors.recruiter.com
|
| · | LinkedIn Recruiter Network Group: https://www.linkedin.com/groups/42370/ |
|
| · | LinkedIn Company Page: https://www.linkedin.com/company/1240434 |
|
| · | Twitter Company Page: https://twitter.com/recruiterdotcom |
|
| · | Facebook Company Page: https://www.facebook.com/RecruiterDotCom |
Forward-Looking Statements
This press release includes statements that may be considered forward-looking within the context of the Private Securities Litigation Reform Act of 1995 and under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended. These statements are based on the current expectations, estimates, forecasts, and projections about the sectors Recruiter.com Group, Inc. (the Company) operates in and the beliefs and assumptions of our management team.
Terms such as "expects," "anticipates," "aims," "projects," "plans," "believes," "estimates," and similar expressions or future or conditional verbs such as "will," "should," "would," "may," and "could" are intended to identify forward-looking statements. These include statements about our anticipated financial performance, market position, product development, growth potential, and future plans and objectives.
Risks and Uncertainties
We advise readers that these forward-looking statements are subject to risks, uncertainties, and other factors, many of which are outside of our control, that could cause actual results to differ significantly from those expressed or implied. Such risks include, but are not limited to, market conditions, competition, and regulatory changes, as well as those items mentioned in our latest filings with the SEC, including our annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K.
Third-Party Information
We do not endorse or accept any responsibility for third-party projections or data referenced in this press release. Any reliance on such information is at the user's own risk.
No Solicitation
Nothing in this press release should be construed as an offer to sell, or a solicitation of an offer to buy, any securities of the Company, nor will there be any sale of these securities in any jurisdiction where such offer, solicitation, or sale would be unlawful before registration or qualification under the securities laws of that jurisdiction.
Investor Contact
investors@recruiter.com
| 2 |