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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 26, 2024
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RECRUITER.COM GROUP, INC. |
(Exact name of registrant as specified in its charter) |
Nevada |
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001-53641 |
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90-1505893 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
123 Farmington Avenue, Suite 252
Bristol, CT 06010
(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.)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Trading symbol |
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Name of exchange on which registered |
Common Stock |
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RCRT |
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NASDAQ Capital Market |
Common Stock Purchase Warrants |
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RCRTW |
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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 July 26, 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 September 2, 2024. The Company will receive a non-refundable payment of one hundred and twenty thousand ($120,000) from Job Mobz within two days, which shall be credited towards and count against the cash portion of the Purchase Price from the original Asset Purchase Agreement. Additionally, the Job Mobz Amendment adds compensation to the Company for interest on the total outstanding principal amount accruing at a rate of 12.75% and a penalty of $25,000 if the closing is not satisfied by the Closing Date. The Job Mobz Amendment also describes certain details regarding Stock Compensation. Except as amended by the Job Mobz Amendment, the existing agreement shall remain in full force and effect in all respects.
(d) Exhibits
Exhibit No. |
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Description |
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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 hereunto duly authorized.
Date: July 29, 2024 |
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Recruiter.com Group, Inc. |
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/s/ Miles Jennings |
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Miles Jennings |
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Chief Financial Officer |
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EXHIBIT 2.1
AMENDMENT TO THE ASSET PURCHASE AGREEMENT
THIS AMENDMENT TO THE ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of July 24, 2024 (“Effective Date”) is entered into by is entered into between Recruiter.com Group, Inc. ("Seller") and Job Mobz Inc ("Buyer"). Each a “Party,” and both the “Parties.”
WHEREAS, Seller and Buyer have entered into a certain Asset Purchase Agreement dated as of or about August 16, 2023 and have since amended the agreement to extend the Closing (the “Existing Agreement”);
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 (as defined below), 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 pm Pacific Time on September 2, 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 and Additional Terms
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| 1. | A) Buyer shall pay to Seller a sum in the amount of one hundred and twenty thousand dollars ($120,000) in one payment within two (2) days of Effective Date (“Compensation”). |
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| 2. | B) The Compensation shall be credited towards and count against the cash portion of Purchase Price. |
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| 3. | C) Beginning on August 1, 2024 and ending on the satisfaction of Closing, Buyer shall additionally compensate Seller for interest at a rate of 12.75% per annum, compounding monthly on the total outstanding principal amount. Seller shall invoice Buyer on a monthly basis and the invoice shall be due in five (5) days. |
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D) If Buyer does not satisfy closing conditions by the Closing Date of September 2, 2024, Buyer shall owe Seller an additional twenty-five thousand dollars ($25,000). This penalty does not preclude or negate any additional claim by Seller.
SECTION 4 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 Provisions Except as amended here, the Existing Agreement shall remain in full force and effect in all respects.
[REST OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment, as of the date first above written.
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