Recruiter.com Group Reports Material Agreement & Equity Sales

TL;DR

Recruiter.com Group inked a deal and sold stock/warrants on March 27th. Details in the 8-K.

AI Summary

Recruiter.com Group, Inc. filed an 8-K on April 2, 2024, reporting on two key events that occurred on March 27, 2024. These events include entering into a material definitive agreement and unregistered sales of equity securities. The filing details transactions related to common stock and purchase warrants.

Why It Matters

This filing indicates significant corporate actions by Recruiter.com Group, Inc., including new agreements and the issuance of equity, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity securities and material definitive agreements, which can introduce financial and operational risks.

Key Players & Entities

• Recruiter.com Group, Inc. (company) — Registrant
• March 27, 2024 (date) — Date of earliest event reported
• April 2, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $1,750,000 — d Fifty Thousand United States Dollars ($1,750,000), has been partially converted into equ
• $245,884.53 — d States Dollars and Fifty-Three Cents ($245,884.53) into 168,414 shares of the Company's c
• $1.46 — ersion represents a conversion price of $1.46 per share. The agreed-upon conversion h
• $0.01 — ck (the "Warrant") for a price equal to $0.01 per share (the "Exercise Price"). The W
• $5.00 — k of the Company has closed at or above $5.00 for ten consecutive trading days. Furth

Filing Documents

• rcrt_8k.htm (8-K) — 30KB
• rcrt_ex21.htm (EX-2.1) — 4KB
• rcrt_ex22.htm (EX-2.2) — 17KB
• 0001654954-24-004185.txt ( ) — 198KB
• rcrt-20240327.xsd (EX-101.SCH) — 6KB
• rcrt-20240327_lab.xml (EX-101.LAB) — 16KB
• rcrt-20240327_cal.xml (EX-101.CAL) — 1KB
• rcrt-20240327_pre.xml (EX-101.PRE) — 12KB
• rcrt-20240327_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. Conversion of Parrut Promissory Note On March 27, 2024, Recruiter.com Group, Inc., a Nevada corporation (the "Company) authorized and consented to the conversion of a portion of the outstanding Promissory Note (the "Note") originally issued to Parrut, Inc. under the terms of the acquisition agreement dated July 7, 2021. The Note, in its original principal amount of One Million Seven Hundred Fifty Thousand United States Dollars ($1,750,000), has been partially converted into equity pursuant to the terms of a Consent to Conversion and Notice of Conversion attached as Exhibit 2.1. The Company and Parrut, Inc. agreed to the conversion of the remainder of the Note, in the amount of Two Hundred Forty-Five Thousand Eight Hundred Eighty-Four United States Dollars and Fifty-Three Cents ($245,884.53) into 168,414 shares of the Company's common stock. This conversion represents a conversion price of $1.46 per share. The agreed-upon conversion has been made in full satisfaction of the specified amount of the Note, including accrued interest and penalties to date, with no other amounts due. The shares of common stock issued in connection with this conversion have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. The issuance does not involve a public offering of securities, as the recipient is familiar with the Company's operations and financial condition, and there is no general solicitation or advertising for the securities issued. Amendment to GoLogiq Technology License and Commercialization 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 worldwi

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Exhibit No. Description 2.1* Consent to Conversion and Notice of Conversion 2.2* Amendment to Technology License and Commercialization Agreement with GoLogiq, Inc. *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 2, 2024 By: /s/ Miles Jennings Miles Jennings Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR