Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event
reported): June
29, 2021
RECRUITER.COM GROUP, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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001-40563
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90-1505893
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(State
or other jurisdiction ofincorporation or organization)
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(Commission
File Number)
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(IRS
EmployerIdentification No.)
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100 Waugh Drive, Suite 300
Houston, Texas
77007
(Address of principal executive offices)
(855) 931 1500
(Registrant’s telephone number, including area
code)
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written
communications 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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common
Stock
Common
Stock Purchase Warrants
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RCRT
RCRTW
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The
Nasdaq Stock Market LLC
The
Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
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.
Underwriting Agreement, Warrant Agent Agreement, and Closing of
Underwritten Public Offering
On June 29, 2021, Recruiter.com Group, Inc. (the
“Company”), entered into an underwriting agreement (the
“Underwriting Agreement”), with Joseph Gunnar & Co., LLC (“Joseph Gunnar”) who acted as the
underwriter (the “Underwriter”), pursuant to which the
Company agreed to sell to the Underwriter in a firm commitment
underwritten public offering (the “Offering”) an
aggregate of 2,400,000 units, with each unit consisting of one
share of the Company’s common stock, par value $0.001 per
share (the “Common Stock”) and one warrant
(“Warrants”, and collectively with the Common Stock the
“Units”), each to purchase one share of Common Stock,
at a public offering price of $5 per share. The Warrants included
in the Units are exercisable immediately, have an exercise price of
$5.50 per share, which represents 110% of the price per unit sold
in the Offering, and expire five years from the date of issuance.
The Common Stock and the Warrants have been approved to list on the
Nasdaq Capital Market under the symbols RCRT and RCRTW,
respectively, and began trading there on June 30,
2021.
The Units were offered and sold to the public pursuant to the
Company’s registration statement on Form S-1 (File No.
333-249208), initially filed by
the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the “Securities
Act”) on October 1, 2020, and declared effective on June 29,
2021 (the “Initial Registration Statement”), and a
registration statement relating to the Initial Registration
Statement, as amended, filed on June 29, 2021 pursuant to Rule
462(b) promulgated under the Securities Act, and which became
automatically effective upon filing (File No.
333-257540).
In addition, the Underwriter was granted a 45-day option,
exercisable one or more times in whole or in part, to purchase up
to an additional 360,000 shares of Common Stock and up to an
additional 360,000 Warrants solely to cover over-allotments, at the
public offering price per share of Common Stock and per Warrant,
less, in each case, the underwriting discounts payable by the
Company.
The Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriter, including for liabilities under the Securities Act of
1933, as amended, other obligations of the parties and termination
provisions. In addition, pursuant to the terms of the Underwriting
Agreement and related “lock-up” agreements, the
Company, each director and executive officer of the Company, and
certain stockholders have agreed with the Underwriter not to offer
for sale, issue, sell, contract to sell, pledge or otherwise
dispose of any of our Common Stock or securities convertible into
Common Stock for a period of 225 days for directors and executive
officers of the Company, and 180 days for the Company itself, its
5% shareholders, and our shareholders receiving shares pursuant to
automatic conversions or exchange agreements commencing on the June
29, 2021 date of the final prospectus.
On July 2, 2021, the Company entered into a warrant agent agreement
(the “Warrant Agent Agreement”) with
Philadelphia Stock Transfer, Inc., a
Pennsylvania corporation, (“PST”), to serve as the
Company’s warrant agent for the Warrants. Upon the closing of
the Offering, PST issued the Warrants.
On July 2, 2021, pursuant to the Underwriting Agreement, the
Company issued Representative’s Warrants to purchase up to an
aggregate of 240,000 shares of Common Stock (the
“Representative’s Warrants”). The
Representative’s Warrants are exercisable beginning on
December 26, 2021, until June 29, 2026. The initial exercise price
of Representative's Warrants is $6.25 per share, which equals 125%
of the public offering price per Unit in the Offering.
The Offering closed on July 2, 2021. In addition, on July 2, the
Underwriter partially exercised its over-allotment option by
purchasing additional Warrants to purchase 360,000 shares of Common
Stock.
Placement Agent Warrants
In connection with the Company’s private placement of
$2,953,125 principal amount of convertible debentures (the
“Debentures”) and warrants, Joseph Gunnar and the
Company entered into a placement agency agreement, dated May 20,
2020 (the “May 2020 Agreement”). In addition to cash
compensation received, pursuant to the terms of the May 2020
Agreement, the Placement Agent was issued warrants to purchase
147,657 shares of Common Stock, at an exercise price of $5.00 per
share (the “May 2020 Placement Agent
Warrants”).
In June 2021, the Company and Joseph Gunnar agreed to amend the May
2020 Agreement, pursuant to which effective immediately prior the
effectiveness of the Offering’s registration statement, the
right to receive all May 2020 Placement Agent Warrants as
contemplated in such agreement were amended so that Joseph Gunnar
(or its designees) shall be entitled to receive warrants to
purchase 36,364 shares of Common Stock.
In connection with the Company’s private placement of
$2,799,000 principal amount of Debentures and warrants, Joseph
Gunnar and the Company entered into a placement agency agreement,
dated December 22, 2020 (the “December 2020
Agreement”). In addition to cash compensation received,
pursuant to the terms of the December 2020 Agreement, the Placement
Agent was entitled to receive warrants to purchase 139,951 shares
of Common Stock, at an exercise price of $5.00 per share (the
“January 2021 Placement Agent Warrants”).
In June 2021 the Company and Joseph Gunnar agreed to amend the
December 2020 Agreement, pursuant to which effective immediately
prior the effectiveness of the Offering’s registration
statement, the right to receive all January 2021 Placement Agent
Warrants as contemplated in such agreement was amended so that
Joseph Gunnar (or its designees) shall be entitled to receive
warrants to purchase 36,364 shares of Common Stock.
On July 2, 2021, the Company issued the May 2020 Placement Agent
Warrants and January 2021 Placement Agent Warrants (collectively,
the “Placement Agent Warrants”) exercisable for a total
of 72,728 shares of common stock at an exercise price equal to
$6.25, which equals to 125% of the public offering price per Unit
in the Offering.
The foregoing description of the Underwriting Agreement, Warrant
Agent Agreement, Representative’s Warrants, and Placement
Agent Warrants are not complete and are qualified in their entirety
by references to the full text of the Underwriting Agreement, the
Warrant Agent Agreement, the form of Representative’s
Warrants, and the form of Placement Agent Warrants, which are filed
as exhibits to this report and are incorporated by reference
herein.
Item 8.01 Other Events.
On June 30, 2021, the Company issued a press release announcing the
pricing of the Offering. A copy of the press release is attached as
Exhibit 99.1 hereto and is incorporated herein by reference. On
July 2, 2021, the Company issued a press release announcing the
closing of the Offering, a copy of which is attached hereto as
Exhibit 99.2 and is incorporated herein by reference.
Item 9.01. Exhibits.
(d) Exhibits
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Exhibit No.
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Exhibit
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Underwriting
Agreement, by and among Recruiter.com Group, Inc., and Joseph
Gunnar & Co., LLC, dated June 29, 2021
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Form of
Representative’s Warrants.
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Form of Placement
Agent Warrants.
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Warrant Agent
Agreement by and between Recruiter.com Group, Inc., and
Philadelphia Stock Transfer, Inc., dated July 2, 2021.
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Press Release
announcing the pricing of the Offering, dated June 30,
2021.
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Press Release
announcing the closing of the Offering, dated July 2,
2021.
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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.
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RECRUITER.COM GROUP, INC.
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Dated:
July 6, 2021
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By:
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/s/
Evan Sohn
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Evan
Sohn
Chief
Executive Officer
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