Recruiter.com Group Files 8-K/A Amendment

TL;DR

Recruiter.com Group amended its 8-K filing on April 22, 2024, related to material agreements and equity sales.

AI Summary

Recruiter.com Group, Inc. filed an 8-K/A on April 22, 2024, to amend previous filings. The amendment pertains to the entry into a material definitive agreement and unregistered sales of equity securities. The company, formerly known as Truli Technologies, Inc., is incorporated in Nevada and headquartered in New York.

Why It Matters

This filing is an amendment to previous disclosures, indicating a need for correction or additional information regarding material agreements and equity sales, which could impact investor understanding of the company's financial dealings.

Risk Assessment

Risk Level: medium — Amendments to material definitive agreements and equity sales can signal underlying issues or complexities that warrant closer investor scrutiny.

Key Players & Entities

• Recruiter.com Group, Inc. (company) — Registrant
• April 22, 2024 (date) — Filing Date
• Truli Technologies, Inc. (company) — Former Company Name
• 500 Seventh Avenue, New York, NY 10018 (address) — Business and Mail Address

FAQ

Key Financial Figures

• $0.01 — "Warrant Shares") for a price equal to $0.01 per share (the "Exercise Price"). On A
• $5.00 — k of the Company has closed at or above $5.00 as reported on the Nasdaq National Mark

Filing Documents

• rcrt_8ka.htm (8-K/A) — 29KB
• rcrt_ex21.htm (EX-2.1) — 88KB
• 0001654954-24-004872.txt ( ) — 285KB
• rcrt-20240422.xsd (EX-101.SCH) — 6KB
• rcrt-20240422_lab.xml (EX-101.LAB) — 17KB
• rcrt-20240422_cal.xml (EX-101.CAL) — 1KB
• rcrt-20240422_pre.xml (EX-101.PRE) — 12KB
• rcrt-20240422_def.xml (EX-101.DEF) — 4KB
• rcrt_8ka_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 23, 2024, the Company entered into a certain Technology License and Commercialization Agreement (the "GOLQ Licensing Agreement") with GoLogiq, Inc. ("GOLQ") whereby GOLQ grants the Company a worldwide, exclusive license (the "GOLQ License") to the Company to develop its fintech technology (the "GOLQ Technology") and sell products derived thereof, including its Createapp, Paylogiq, Gologiq, and Radix AI technology and products (the "Licensed Products"), for a term of 10 years, with automatic two (2) year renewals as further described therein (the "Term"). On March 28, 2024 (the "Effective Date"), the Company and GOLQ entered into an Amendment to Technology License and Commercialization Agreement (the "Amendment"). Under the Amendment, the Company and GOLQ agreed to and added Section 3.3 to further detail technical assistance from GOLQ to the Company. In addition, Section 5.1 was amended such that the royalty was lowered from eight percent (8%) to five percent (5%) for which the Company agreed to grant GOLQ a warrant (the "Warrant") to purchase two hundred ninety-two thousand (292,000) shares of Company Common Stock (the "Warrant Shares") for a price equal to $0.01 per share (the "Exercise Price"). On April 18, 2024, the Company issued the Warrant under the terms of the Amendment. GOLQ may exercise the Warrant upon the terms and subject to the limitations on exercise and the conditions in the Warrant, at any time on or after October 18, 2024, (the "Initial Exercise Date") and on or prior to the earlier of (i) 5:00 p.m. (New York City time) on April 18, 2027 and (ii) the date that is thirty (30) days following the tenth (10 th ) consecutive Trading Day whereby the closing sale price for the common stock of the Company has closed at or above $5.00 as reported on the Nasdaq National Market (the "Termination Date") at an exercise price of $0.01 per common share, or via cashless exercise at the Terminati

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information set forth in Item 1.01 related to the Warrant and the shares of Common Stock issuable thereunder is incorporated herein by reference into this Item 3.02. Exhibit No. Description 2.1* Form of Warrant *Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish copies of any of the omitted schedules or exhibits upon request of the U.S. Securities and Exchange Commission. 2

SIGNATURES

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. Recruiter.com Group, Inc. Date: April 22, 2024 By: /s/ Miles Jennings Miles Jennings Chief Financial Officer 3

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View this 8-K/A filing on SEC EDGAR