Recruiter.com Group Files 8-K on Equity Issuance

TL;DR

RCKT filed an 8-K detailing new stock and warrant issuances.

AI Summary

On June 6, 2024, Recruiter.com Group, Inc. entered into a material definitive agreement related to the issuance of common stock and warrants. The company also disclosed unregistered sales of equity securities and provided financial statements and exhibits.

Why It Matters

This filing indicates potential dilution for existing shareholders and provides insight into the company's financing activities.

Risk Assessment

Risk Level: medium — The issuance of new equity and warrants can lead to dilution for existing shareholders.

Key Players & Entities

• Recruiter.com Group, Inc. (company) — Filer of the 8-K report
• June 6, 2024 (date) — Date of the earliest event reported
• common stock (security) — Type of security issued
• warrants (security) — Type of security issued

FAQ

Key Financial Figures

• $0 — " Shares ") of common stock, par value $0.0001, of the Company (" Common Stock ")
• $1.00 — Common Stock ") at a purchase price of $1.00 per Share for aggregate gross proceeds
• $481,000 — roceeds to the Company of approximately $481,000 (the " Registered Offering "). There we

Filing Documents

• rcrt_8k.htm (8-K) — 33KB
• rcrt_ex51.htm (EX-5.1) — 12KB
• rcrt_ex101.htm (EX-10.1) — 21KB
• rcrt_ex231.htm (EX-23.1) — 12KB
• rcrt_ex991.htm (EX-99.1) — 11KB
• rcrt_ex992.htm (EX-99.2) — 10KB
• rcrt_ex231img1.jpg (GRAPHIC) — 4KB
• rcrt_ex51img4.jpg (GRAPHIC) — 4KB
• 0001654954-24-007523.txt ( ) — 271KB
• rcrt-20240606.xsd (EX-101.SCH) — 6KB
• rcrt-20240606_lab.xml (EX-101.LAB) — 16KB
• rcrt-20240606_cal.xml (EX-101.CAL) — 1KB
• rcrt-20240606_pre.xml (EX-101.PRE) — 12KB
• rcrt-20240606_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 June 6, 2023, Recruiter.com Group, Inc. (the " Company ") entered into securities purchase agreements (the " Purchase Agreements ") with nine investors (the " Purchasers "), pursuant to which the Company agreed to sell and issue, in a registered direct offering, an aggregate of 481,000 shares (the " Shares ") of common stock, par value $0.0001, of the Company (" Common Stock ") at a purchase price of $1.00 per Share for aggregate gross proceeds to the Company of approximately $481,000 (the " Registered Offering "). There were no placement agent fees or offering expenses payable by the Company in connection with the Registered Offering. The Shares are being sold pursuant to Company's effective shelf registration statement on Form S-3 (File No. 333-26470), including a prospectus contained therein, which was originally filed with the Securities and Exchange Commission (the " SEC ") on September 16, 2022, and was declared effective by the SEC on September 30, 2022, and a related prospectus supplement, dated June 6, 2024, related to the Registered Offering. The Purchase Agreements contains customary representations, warranties and agreements of the Company and the Purchaser and customary indemnification rights and obligations of the parties. The Company closed the Registered Offering with the Purchasers on June 7, 2024. The foregoing descriptions of the Purchase Agreement are not complete and are qualified in their entirety by reference to the full text of the form of Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1, to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the opinion of Kline Law Group relating to the validity of the Shares is filed herewith as Exhibit 5.1.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information contained above in Item 1.01 related to the Private Placement is hereby incorporated by reference into this Item 3.02.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On June 3, 2024, the Company issued a press release announcing the Offering. A copy of the press release is attached as Exhibit 99.1 hereto and is hereby incorporated by reference herein. On June 7, 2024, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached as Exhibit 99.2 hereto and is hereby incorporated by reference herein. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 5.1 Opinion of Kline Law Group PC 10.1* Form of Securities Purchase Agreement, dated June 6, 2024, by and between the Company and the Purchaser 23.1 Consent of Kline Law Group PC (included in Exhibit 5.1) 99.1 Press Release, dated June 3, 2024 announcing the Offering. 99.2 Press Release, dated June 7, 2024 announcing the closing of the Offering. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *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. 3

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: June 7, 2024 By: /s/ Granger Whitelaw Granger Whitelaw Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR