Recruiter.com Reports Material Agreements, Officer Changes from Feb 2023

TL;DR

**Recruiter.com just dropped an 8-K detailing major corporate shake-ups and new agreements from February 2023!**

AI Summary

Recruiter.com Group, Inc. (RCRT) filed an 8-K on February 20, 2024, reporting events from February 13, 2023. The filing indicates the entry into a material definitive agreement, changes in directors or officers, and compensatory arrangements for certain officers. This suggests significant corporate governance and financial restructuring activities occurred on that date.

Why It Matters

This filing signals past significant changes in Recruiter.com's corporate structure and financial commitments, which could impact its future operations and stock performance.

Risk Assessment

Risk Level: medium — The filing indicates significant past corporate changes, which can introduce uncertainty about the company's current direction and stability.

Key Players & Entities

• Recruiter.com Group, Inc. (company) — Filing company
• February 13, 2023 (date) — Date of earliest event reported
• February 20, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $1,111,111 — t 17, 2022, originally in the amount of $1,111,111 and August 30, 2022, originally in the
• $1,305,556 — t 30, 2022, originally in the amount of $1,305,556. Additionally, the Board of Directors a
• $300,000 — greed to compensate each executive with $300,000 of stock compensation, with pricing bas

Filing Documents

• rcrt_8k.htm (8-K) — 31KB
• rcrt_ex21.htm (EX-2.1) — 4KB
• 0001654954-24-001976.txt ( ) — 175KB
• rcrt-20230213.xsd (EX-101.SCH) — 6KB
• rcrt-20230213_lab.xml (EX-101.LAB) — 16KB
• rcrt-20230213_cal.xml (EX-101.CAL) — 1KB
• rcrt-20230213_pre.xml (EX-101.PRE) — 12KB
• rcrt-20230213_def.xml (EX-101.DEF) — 4KB
• rcrt_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The Job Mobz Agreement On August 16, 2023, the Company entered into an Asset Purchase Agreement (the "Job Mobz Agreement") with Job Mobz Inc., a California corporation ("Job Mobz"). Upon the terms and subject to the conditions of the Job Mobz Agreement, the Company has agreed to sell and assign its right, title, and interest in the domain name www.Recruiter.com and the assets generally used to operate the business associated therewith (the "Purchased Assets") to Job Mobz. Although the approval of the Job Mobz Agreement and the transactions contemplated therein were not required to be approved by the shareholders of the Company pursuant to the Nevada Revised Statutes (the "NRS"), the rules and regulation of Nasdaq or the Company's bylaws, the Company previously agreed, pursuant to the terms of the Job Mobz Agreement to seek stockholder approval of the transactions contemplated thereby, and included such proposal in its Proxy Statement filed with the Commission on September 15, 2023, and amended on November 8, 2023, November 24, 2023, December 8, 2024, and December 11, 2024 (collectively, the "Proxy Statement"). On February 13, 2024, the Company obtained the consent of Job Mobz to proceed with the transactions contemplated by the Job Mobz Agreement without obtaining such shareholder approval. The foregoing description of the previously filed Purchase Agreement does not purport to be a complete description. A copy of the Amendment is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. Conversion of Promissory Notes On February 13, 2024, the Board of Directors authorized the conversion of promissory notes, along with their associated interest and penalties to equity, connected with the original issuance of Promissory Notes issued August 17, 2022, originally in the amount of $1,111,111 and August 30, 2022, originally in the amount of $1,305,556. Additionally, the

01. Other Events

Item 8.01. Other Events. To prepare and effectuate the spin out of Atlantic Energy Solutions, Inc. (currently being renamed CognoGroup), on February 13, , 2024, the Board authorized certain corporate actions, including the transfer of assets and liabilities between subsidiaries of the Company, the renaming of Recruiter.com Recruiting Solutions, LLC to CognoGroup, LLC, and the reorganization of Recruiter.com Recruiting Solutions, LLC to a subsidiary of Atlantic Energy Solutions, Inc. Additionally, the Board of Directors authorized that management may take such steps necessary to change the name of Recruiter.com Group, Inc. to reflect its purpose and a corresponding change to the company's stock symbol. The information set forth in Items 1.01 and 4.02 of this Current Report on Form 8-K is incorporated herein by reference. (d) Exhibits Exhibit No. Description 2.1* Amendment with Job Mobz *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. Date: February 20, 2024 Recruiter.com Group, Inc. /s/ Miles Jennings Miles Jennings Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR