Recruiter.com Group Files 8-K on Equity Deal
Ticker: NIXXW · Form: 8-K · Filed: Apr 23, 2024 · CIK: 1462223
| Field | Detail |
|---|---|
| Company | Recruiter.Com Group, Inc. (NIXXW) |
| Form Type | 8-K |
| Filed Date | Apr 23, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.01, $5.00 |
| Sentiment | neutral |
Sentiment: neutral
Topics: equity-sale, definitive-agreement
TL;DR
Recruiter.com just filed an 8-K about a new equity deal. Details TBD.
AI Summary
On April 22, 2024, Recruiter.com Group, Inc. entered into a material definitive agreement related to the unregistered sale of equity securities. The filing does not specify the counterparty or the exact nature of the agreement, but it indicates a transaction involving equity securities occurred on this date.
Why It Matters
This filing signals a potential change in Recruiter.com Group's capital structure or ownership through the issuance or sale of equity securities, which could impact existing shareholders.
Risk Assessment
Risk Level: medium — Filings related to unregistered sales of equity securities can indicate financing activities or potential dilution, requiring further investigation into the terms.
Key Players & Entities
- Recruiter.com Group, Inc. (company) — Registrant
- April 22, 2024 (date) — Date of earliest event reported
- Nevada (jurisdiction) — State of incorporation
FAQ
What specific type of equity security was sold or issued?
The filing indicates an 'Unregistered Sales of Equity Securities' but does not specify the exact type of security in the provided text.
Who was the counterparty in this unregistered sale of equity securities?
The filing does not disclose the identity of the counterparty involved in the unregistered sale of equity securities.
What was the date of the material definitive agreement?
The date of the earliest event reported, which includes the entry into a material definitive agreement, is April 22, 2024.
What is the purpose of this unregistered sale of equity securities?
The filing does not explicitly state the purpose of the unregistered sale of equity securities.
Are there any details on the terms or conditions of the equity sale?
The provided text of the 8-K filing does not contain specific details on the terms or conditions of the equity sale.
Filing Stats: 994 words · 4 min read · ~3 pages · Grade level 11.2 · Accepted 2024-04-23 09:27:10
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_8k.htm (8-K) — 29KB
- rcrt_ex21.htm (EX-2.1) — 88KB
- 0001654954-24-004903.txt ( ) — 282KB
- rcrt-20240422.xsd (EX-101.SCH) — 6KB
- rcrt-20240422_lab.xml (EX-101.LAB) — 16KB
- 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_8k_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 23, 2024 By: /s/ Miles Jennings Miles Jennings Chief Financial Officer 3