Recruiter.com Group Announces Material Agreement, Equity Sales, and Officer Changes

TL;DR

RCRT inked a material deal, sold some stock, and shuffled execs on July 10th.

AI Summary

Recruiter.com Group, Inc. announced on July 10, 2024, that it entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and changes in its board and officer composition, including the appointment of new officers and compensatory arrangements. Additionally, the filing covers other events and financial statements/exhibits.

Why It Matters

This filing indicates significant corporate actions, including a new material agreement and equity transactions, which could impact the company's financial structure and strategic direction.

Risk Assessment

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

Key Numbers

• 20240710 — Report Date (Date of the 8-K filing and key events)

Key Players & Entities

• Recruiter.com Group, Inc. (company) — Filer
• 20240710 (date) — Date of material events
• 7371 (number) — Standard Industrial Classification Code
• NV (state) — State of Incorporation
• 1231 (date) — Fiscal Year End
• 001-40563 (number) — SEC File Number
• 241120346 (number) — Film Number
• TRULI TECHNOLOGIES, INC. (company) — Former Company Name
• 20180627 (date) — Date of Name Change
• Truli Media Group, Inc. (company) — Former Company Name

FAQ

Key Financial Figures

• $1,111,111 — "Company") issued promissory notes for $1,111,111, in the aggregate (the "8/17/22 Notes")
• $960,000 — tes"). The Company received proceeds of $960,000, net of debt issuance costs of $40,000
• $40,000 — $960,000, net of debt issuance costs of $40,000 and an original issue discount of $111,
• $111,111 — 0,000 and an original issue discount of $111,111. The 8/17/22 Notes have a term of 12 mo
• $463,737 — "). The 8/17/22 Warrants were valued at $463,737 and treated as a debt discount to be am
• $50,000 — . In return, the company agreed to give $50,000 in either stock or cash at its discreti
• $523,380 — se new noteholders converted a total of $523,380 of the outstanding principal of the not
• $289,882 — rough the reduction of debt. A total of $289,882 of debt was repaid with the warrant exe
• $370,604 — he new noteholders agreed to extinguish $370,604 of debt pursuant to this agreement bein
• $0 — bt issuance costs and debt discounts of $0 and $13,056, respectively, was $296,082
• $13,056 — ance costs and debt discounts of $0 and $13,056, respectively, was $296,082 and $1,421,
• $296,082 — ts of $0 and $13,056, respectively, was $296,082 and $1,421,864 respectively. On Februa
• $1,421,864 — $13,056, respectively, was $296,082 and $1,421,864 respectively. On February 13, 2024, th
• $1,305,556 — 0/22 Notes, originally in the amount of $1,305,556. Additionally, the Board of Directors a
• $1,175,000 — t 2022 Notes"). We received proceeds of $1,175,000, net of an original issue discount of $

Filing Documents

• rcrt_8k.htm (8-K) — 50KB
• rcrt_ex101.htm (EX-10.1) — 40KB
• rcrt_ex102.htm (EX-10.2) — 242KB
• rcrt_ex103.htm (EX-10.3) — 58KB
• 0001654954-24-009010.txt ( ) — 602KB
• rcrt-20240710.xsd (EX-101.SCH) — 6KB
• rcrt-20240710_lab.xml (EX-101.LAB) — 16KB
• rcrt-20240710_cal.xml (EX-101.CAL) — 1KB
• rcrt-20240710_pre.xml (EX-101.PRE) — 12KB
• rcrt-20240710_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. The Debt Settlement and Release Agreements On August 17, 2022, the Recruiter.com Group, Inc. (the "Company") issued promissory notes for $1,111,111, in the aggregate (the "8/17/22 Notes"). The Company received proceeds of $960,000, net of debt issuance costs of $40,000 and an original issue discount of $111,111. The 8/17/22 Notes have a term of 12 months, bear interest at 6%, and were set to mature on August 17, 2023. As a part of these financings, the Company granted the noteholders 694,445 warrants to purchase its common stock (the "8/17/22 Warrants"). The 8/17/22 Warrants were valued at $463,737 and treated as a debt discount to be amortized over the life of the note. On August 7, 2023, the Company signed an amendment to the 8/17/22 Notes. The amendment extended each of the maturity dates of August 17, 2023, by 180 days. In return, the company agreed to give $50,000 in either stock or cash at its discretion within ninety days of signing the amendment. On November 6, 2023, the Company received written notice (the "Default Notice") from Cavalry Fund I LP that the Company was in default under that certain (i) the August 17 Note issued by the Company to Cavalry, and that certain (ii) the August 30 Note. As a result of the Identified Defaults, the Company would be in default under the following agreements for indebtedness: (i) Original Issue Discount Promissory Note, dated as of August 17, 2022, issued pursuant to the August 17 Share Purchase Agreement ("SPA") by the Company to Porter Partners, L.P., (ii) Original Issue Discount Promissory Note, dated as of August 30, 2022, issued pursuant to the August 30 SPA by the Company to L1 Capital Global Opportunities Master Fund, (iii) Original Issue Discount Promissory Note, dated as of August 30, 2022, issued pursuant to the August 30 SPA by the Company to Firstfire Global Opportunities Fund LLC, and (iv) Original Issue Discount Promissory Note, dated as of August 3

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. Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 11, 2024, the Compensation Committee and the Board of Directors approved the award of 250,000 shares of common stock of the Company to Granger Whitelaw as Chief Executive Officer (the "Award"). Additionally, the Award is conditioned upon the consummation of certain matters by the Company, including (i) obtaining the approval of majority stockholders; (ii) filing with the U.S. Securities and Exchange Commission (the "SEC") a Preliminary Information Statement or a Preliminary Proxy Statement if required by law to obtain the approval contemplated in the foregoing clause (i); (iii) responding promptly to comments by the SEC with respect to the Information Statement or Proxy Statement, if any; (iv) filing with the SEC a Definitive Information Statement or Proxy Statement; (v) mailing or electronically transmitting the Definitive Information Statement or Proxy Statement to every security holder entitled to vote on the entry into the SPAs; and (vi) if required by the Listing Rules of The Nasdaq Stock Market LLC (the "Nasdaq Listing Rules"), submitting a Listing of Additional Shares Notification Form to The Nasdaq Stock Market LLC ( "Nasdaq") and obtaining the approval by Nasdaq of the transactions contemplated thereby.

01. Other Events

Item 8.01. Other Events. In light of the Debt Settlement Agreements, the SPA, the RRA, and the Award, shareholder approval of such transactions is required by the rules and regulation of Nasdaq. As a result, the Company intends to obtain the shareholder approval on the matters described therein. 4

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1* Form of Debt Settlement and Release Agreement, dated July 10, 2024 10.2* Form of Share Purchase Agreement, dated July 12, 2024 10.3* Form of Registration Rights Agreement, dated July 12, 2024 104 Cover Page Interactive Data File (formatted as 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. 5

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. Dated: July 16, 2024 RECRUITER.COM GROUP, INC. By: /s/ Granger Whitelaw Granger Whitelaw Chief Executive Officer 6

View Full Filing

View this 8-K filing on SEC EDGAR