Recruiter.com Group Announces Material Agreements & Officer Changes

TL;DR

Recruiter.com Group filed an 8-K detailing new agreements, equity sales, and exec changes.

AI Summary

Recruiter.com Group, Inc. announced on September 10, 2024, the entry into a material definitive agreement related to unregistered sales of equity securities. The company also reported changes in its board of directors and officers, along with compensatory arrangements for certain officers. Additionally, amendments to its articles of incorporation or bylaws and a change in its fiscal year were noted.

Why It Matters

This filing indicates significant corporate actions, including potential equity issuances and changes in leadership, which could impact the company's strategic direction and financial structure.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity securities and changes in corporate governance, which can introduce uncertainty and potential dilution.

Key Players & Entities

• Recruiter.com Group, Inc. (company) — Filer
• 20240910 (date) — Report date
• 0001654954-24-011843 (document_id) — Accession Number

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) — 71KB
• rcrt_ex31e.htm (EX-3.1E) — 2KB
• rcrt_ex101.htm (EX-10.1) — 74KB
• rcrt_ex31eimg1.jpg (GRAPHIC) — 259KB
• rcrt_ex31eimg2.jpg (GRAPHIC) — 199KB
• 0001654954-24-011843.txt ( ) — 947KB
• rcrt-20240910.xsd (EX-101.SCH) — 6KB
• rcrt-20240910_lab.xml (EX-101.LAB) — 17KB
• rcrt-20240910_cal.xml (EX-101.CAL) — 1KB
• rcrt-20240910_pre.xml (EX-101.PRE) — 12KB
• rcrt-20240910_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 and 5.02 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, our Board and Majority Stockholders approved and ratified the 2024 Equity Incentive Plan (the "2024 Plan"), covering a minimum of 2,000,000 shares of common stock. The purpose of the 2024 Plan is to advance the interests of the Company and our related corporations by enhancing the ability of the Company to attract and retain qualified employees, consultants, officers, and directors, by creating incentives and rewards for their contributions to the success of the Company and its related corporations. The 2024 Plan is administered by our Board or by the Compensation Committee. The following awards may be granted under the 2024 Plan: incentive stock options ("ISOs") non-qualified options ("NSOs") awards of our restricted common stock stock appreciation rights ("SARs") restricted stock units ("RSUs") 4 The Company filed the Information Statement with the SEC on August 2, 2024 and completed the mailing of the Information Statement to stockholders of the Company on August 12, 2024. On September 10, 2024, the Company adopted the 2024 Plan. The 2024 Plan is filed with this report as Exhibit 10.1 and is incorporated herein by reference. The foregoing description is subject to, and qualified in its entirety by, the 2024 Plan. On July 11, 2024, our Board and Majority Stockholders approved and ratified the award of 250,000 shares of common stock of the Company to Granger Whitelaw as Chief Executive Officer (the "Award"). The Company filed the Information Statement with the SEC on August 2, 2024 and completed the mailing of the Information Statement to stockholders of the Company on August 12, 2024. On Septembe

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Amendment to Articles of Incorporation On July 11, 2024, the Board and the Majority Stockholders approved and ratified all actions to increase the number of authorized shares of Common Stock from 6,666,667 to 200,000,000 (the "Authorized Share Increase"). The Company filed the Information Statement with the SEC on August 2, 2024 and completed the mailing of the Information Statement to stockholders of the Company on August 12, 2024. On September 3, 2024, the Board amended and restated the Company's Articles of Incorporation to increase the number of authorized shares of Common Stock to 200,000,000. A copy of the Company's Articles of Incorporation, reflecting the amendments adopted by the Board, is attached hereto as Exhibits 3.1(a) through (e).

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Exhibit Description Form Date Number Filed or Furnished Herewith 3.1(a) Articles of Incorporation 10-Q 6/25/20 3.1(a) 3.1(b) Certificate of Designation of Series E Convertible Preferred Stock 10-Q 6/25/20 3.1(c) 3.1 (c) Certificate of Change pursuant to NRS 78.209, filed with Nevada Secretary of State on June 17, 2021 8-K 6/24/21 3.1 3.1(d) Certificate of Change Pursuant to NRS 78.209, filed with the Nevada Secretary of State on August 22, 2023 8-K 8/28/23 3.1 3.1(e) Amendment to Articles of Incorporation, filed with the Nevada Secretary of State on September 3, 2024 Filed 3.2 Bylaws, as Amended 10-Q 6/25/20 3.2 10.1 Recruiter.com Group, Inc. 2024 Equity Incentive Plan Filed 10.2* Form of Debt Settlement and Release Agreement, dated July 10, 2024 8-K 7/16/24 10.1 10.3* Form of Share Purchase Agreement, dated July 12, 2024 8-K 7/16/24 10.2 10.4* Form of Registration Rights Agreement, dated July 12, 2024 8-K 7/16/24 10.3 104 Cover Page Interactive Data File (formatted as Inline XBRL document) Filed *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: September 12, 2024 RECRUITER.COM GROUP, INC. By: /s/ Granger Whitelaw Granger Whitelaw Chief Executive Officer 6

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View this 8-K filing on SEC EDGAR