Attached files

file filename
EX-10.2 - REGISTRATION RIGHTS AGREEMENT, DATED MARCH 25, 2021, BETWEEN RECRUITER.COM GROUP - Recruiter.com Group, Inc.ea138799ex10-2_recruiter.htm
EX-10.1 - ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION, DATED MARCH 25, 2021, BY AN - Recruiter.com Group, Inc.ea138799ex10-1_recruiter.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 25, 2021

 

RECRUITER.COM GROUP, INC.

(Exact name of Registrant as specified in its charter)

 

Nevada   001-53641   90-1505893

(State or other jurisdiction
of incorporation)

  (Commission File Number)  

(IRS Employer
Identification No.)

 

100 Waugh Dr. Suite 300

Houston, Texas 77007

(Address of principal executive offices, including zip code)

 

(855) 931-1500

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   None   None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Effective March 25, 2021, the Recruiter.com Group, Inc. (the “Company”), through a wholly-owned subsidiary, entered into an Asset Purchase Agreement and Plan of Reorganization (the “APA”) with Upsider, Inc., a Delaware corporation (“Upsider”), to acquire all the assets and several liabilities of Upsider (the “Upsider Purchase”). As consideration in the Upsider Purchase, Upsider’s shareholders will receive a base purchase price of $2,860,800, including a total of 807,734 shares (the “Consideration Shares”) of our common stock, par value $0.0001 (“Common Stock”), valued at $2,699,319, based on a price per share of $3.3047, the volume-weighted average price of the Common Stock for the 30-day period immediately prior to the Closing Date (as defined in the APA). 129,851 of the Consideration Shares will be held in reserve. The assets acquired in the APA consist primarily of sales and client relationships, contracts, intellectual property, partnership and vendor agreements and certain other assets, along with a de minimis amount of other assets.

 

The Company also entered into a Registration Rights Agreement with Upsider (the “Registration Rights Agreement”). The Registration Rights Agreement provides that following the Six-Month Anniversary (as defined in the Registration Rights Agreement), and for a period of five years thereafter, Upsider shall have the ability, on three occasions, to demand that Company shall file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 or Form S-3, pursuant to the terms of the Registration Rights Agreement, to register the Consideration Shares. Additionally, pursuant to the Registration Rights Agreement, for a period of three (3) years following the Six-Month Anniversary, whenever the Company proposes to register the issuance or sale of any of its Common Stock or its own account or otherwise, and the registration form to be used may be used for the registration of the Consideration Shares.

 

The foregoing provides only brief descriptions of the material terms of the APA and the Registration Rights Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of the forms of the APA and the Registration Rights Agreement filed as exhibits to this Current Report on Form 8-K, and are incorporated herein by reference. 

 

Item 9.01. Exhibits.

 

(d) Exhibits

 

Exhibit No.   Exhibit
10.1   Asset Purchase Agreement and Plan of Reorganization, dated March 25, 2021, by and among Recruiter.com Group, Inc., Recruoter.com Upsider, Inc., Upsider, Inc, the selling shareholders named therein and Josh McBride.
10.2   Registration Rights Agreement, dated March 25, 2021, between Recruiter.com Group, Inc. and Upsider, Inc.

 

1

 

 

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.
     
Dated: March 31, 2021 By: /s/ Evan Sohn
    Evan Sohn
Chief Executive Officer

 

 

2