Recruiter.com Faces Delisting, Enters Material Agreement

TL;DR

**Recruiter.com is in hot water with a delisting notice and a new material agreement, watch out for volatility!**

AI Summary

Recruiter.com Group, Inc. (RCRT) filed an 8-K on February 23, 2024, reporting events from February 16, 2023. The filing indicates an entry into a material definitive agreement and a notice of delisting or failure to satisfy a continued listing rule or standard. The company, formerly known as Truli Technologies, Inc., is based in New York, NY.

Why It Matters

This filing signals potential instability for Recruiter.com Group, Inc. due to a possible delisting, which could significantly impact its stock's liquidity and investor confidence.

Risk Assessment

Risk Level: high — The notice of delisting indicates significant operational or financial challenges that could severely impact the company's stock and future.

Key Players & Entities

• Recruiter.com Group, Inc. (company) — filer of the 8-K
• Truli Technologies, Inc. (company) — former name of Recruiter.com Group, Inc.
• February 16, 2023 (date) — date of earliest event reported
• February 23, 2024 (date) — filing date of the 8-K
• New York, NY (company) — business address location

FAQ

Key Financial Figures

• $400,000 — censed Products for a purchase price of $400,000 for the duration of the Term, subject t
• $2,500,000 — was not in compliance with the minimum $2,500,000 stockholders' equity requirement for co
• $2.5 million — e shareholders' equity standard, having $2.5 million in shareholders equity on that date. Ho
• $3.5 million — e GOLQ License should add approximately $3.5 million in assets to the Company's balance shee

Filing Documents

• rcrt_8k.htm (8-K) — 34KB
• rcrt_ex21.htm (EX-2.1) — 104KB
• 0001654954-24-002141.txt ( ) — 306KB
• rcrt-20230216.xsd (EX-101.SCH) — 6KB
• rcrt-20230216_lab.xml (EX-101.LAB) — 16KB
• rcrt-20230216_cal.xml (EX-101.CAL) — 1KB
• rcrt-20230216_pre.xml (EX-101.PRE) — 12KB
• rcrt-20230216_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. Technology License and Commercialization Agreement As previously disclosed, on June 5, 2023, Recruiter.com Group, Inc. ("Recruiter.com", "RCRT", or the Company") entered into that certain Stock Purchase Agreement (the "GOLQ Agreement") with GoLogiq Inc., a Delaware corporation ("GoLogiq", "GOLQ", or "Seller"). The Seller owns all of the issued and outstanding membership interest (the "Company Membership Interests") of GoLogiq SPV LLC, a Nevada limited liability company (the "Operating Subsidiary"). Pursuant to the Agreement, the Seller would sell to the Buyer, and Buyer would purchase from Seller the Operating Subsidiary Membership Interests, upon the terms and subject to the conditions of the GOLQ Agreement, as amended. As also previously disclosed, on August 18, 2023, the Buyer entered into that certain Amendment to GOLQ Agreement with the Seller (the "August 18 th Amendment"). On August 29, 2023, the Buyer and the Seller entered into that certain Amendment to Stock Purchase Agreement with the Seller (the "August 29 th Amendment"). The August 29 th Amendment replaces the August 18 th Amendment. On February 23, 2024, the Company entered into a certain Technology License and Commercialization Agreement with GoLogiq, Inc. (the "GOLQ Licensing Agreement") that supersedes and replaces in its entirety the GOLQ Agreement, as amended by the August 29 Amendment and the August 18 Amendment. Under the GOLQ Licensing Agreement, 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"). In exchange with such license, the Company will issue to GOLQ such number of shares of Company common

01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 17, 2023, Recruiter.com Group, Inc. ("Recruiter.com" or the "Company") received a notice from The Nasdaq Stock Market ("Nasdaq") that the Company was not in compliance with the minimum $2,500,000 stockholders' equity requirement for continued listing. Based on Nasdaq's review of materials submitted by the Company in October 2023, Nasdaq granted the Company's request for an extension until February 13, 2024, to comply with the requirement. Though the Company submitted documentation of actions taken to comply with the requirement, Nasdaq staff determined that the Company did not meet the terms of the extension; on February 16, 2024, Nasdaq issued the Company a letter of a staff determination of delisting procedure. On February 22, 2024, Nasdaq issued the Company a letter informing the company that since it did not hold an annual meeting of shareholders within twelve months of the end of the Company's fiscal year-end, it no longer complies with Listing Rules and that following Listing Rule 5810(c)(2)(A), Nasdaq is not permitted to consider the Company's plan for regaining compliance, and accordingly, that this matter serves as an additional basis for delisting. The Company filed a Hearing Request with Nasdaq to review these matters. On February 22, 2024, the Company received a response that the Hearing would be held on April 18, 2024, at 11:00 a.m. Promptly following the date hereof, the Company plans to file a Schedule 14A (Proxy Statement) for (i) the election of directors and (ii) to ratify the appointment of Salberg & Company, P.A. as the Company's independent registered public accounting firm for the fiscal years ending December 31, 2023 and 2024. This will satisfy the Annual Meeting requirements of Nasdaq and relevant securities laws. The Company notes that on the date of Nasdaq's delisting determination, Company management believes the

01. Other Events

Item 8.01. Other Events . In light of the replacement of the GOLQ Agreement with the GOLQ Licensing Agreement, no shareholder approval of such transactions is required by the NRS, the rules and regulation of Nasdaq or the Company's bylaws. In addition, the Company has elected to postpone the amendment of the articles of incorporation of the Company until a later date. As a result, the Company's Proxy Statement, originally filed with the Securities and Exchange Commission on September 15, 2024, will not be disseminated to shareholders and no vote will be sought or required on the matters described therein. (d) Exhibits Exhibit No. Description 2.1* Technology License and Commercialization Agreement between Recruiter.com Group, Inc. and GoLogiq, Inc., dated February 23, 2024 *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 23, 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