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): July 6,
2021
RECRUITER.COM GROUP, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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001-40563
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90-1505893
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(State
or other jurisdiction of incorporation or
organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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500 Seventh Avenue
New York, New York 10018
(Address
of principal executive offices)
(855) 931 1500
(Registrant’s
telephone number, including area code)
100
Waugh Drive, Suite 300
Houston, Texas 77007
(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:
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.
Asset Purchase Agreement
On July
7, 2021, Recruiter.com Group, Inc. (the “Company”), a
Nevada corporation, entered into and closed on an Asset Purchase
Agreement (the “Purchase Agreement”) with Parrut, Inc.
(“Parrut”), and certain individuals named
therein.
Parrut does business as Uncubed and, pursuant to the Purchase
Agreement, the Company acquired the assets of the Technology
Solutions Division of Uncubed. The purchased assets include assets
related to Finalist, an online marketplace for sourcing and
screening early-professional software and data candidates and
assets related to Uncubed’s job board technology and
candidate engagement platform which includes Mediabistro, a job
board and professional community for media, content, and creative
professionals.
The amount due at closing was $3,500,000, consisting of $500,000 in
cash, a $1,750,000
promissory note with an interest rate of 6% and a maturity date of
July 1, 2023, and 257,545 of the Company’s common stock (the
“Common Stock”), obtained by dividing $1,250,000
by the volume-weighted average price of the Company for the five
consecutive trading days immediately prior to the closing
date. In addition, the
Purchase Agreement includes “earn-out” provisions under
which the Company could become obligated to pay Parrut up to an
additional $1,350,000 in the form of Common Stock (the
“Earn-Out Consideration”). The Earn-Out Consideration
Parrut may be entitled to is equal to 1.35 times the revenue
derived or generated by Company or any of its affiliates from
the Purchased Assets
achieved during the twelve-month period immediately following the
closing date.
The
Purchase Agreement includes customary representations, warranties
and covenants of the Company and Parrut. The representations and
warranties made by each party were made solely for the benefit of
the other party and (i) were not intended to be treated as
categorical statements of fact, but rather as a way of allocating
the risk between the parties to the Purchase Agreement if those
statements prove to be inaccurate; (ii) may have been qualified in
the Purchase Agreement by disclosures that were made to the other
party in disclosure schedules to the Purchase Agreement, and (iii)
were made only as of the date of the Purchase Agreement or such
other date or dates as may be specified in the Purchase
Agreement.
The
Purchase Agreement also contains post-closing indemnification
provisions pursuant to which Parrut has agreed to indemnify the
Company against losses resulting from certain events, including
breaches of representations and warranties, covenants and certain
other matters.
The
foregoing is only a summary description of the Purchase Agreement
and it does not purport to be a complete description of the rights
and obligations of the parties thereunder and is qualified in its
entirety by reference to the full text of the document, which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Registration Rights Agreement
In
connection with entering into the Purchase Agreement, the Company
and Parrut executed a
Registration Rights Agreement (the “Registration Rights
Agreement”) whereby the Company agreed to register under the
Securities Act of 1933, as amended (the “Securities
Act”), for resale, subject to certain limitations, shares
issued to Parrut pursuant to the Purchase
Agreement.
Following
the six-month anniversary of the Purchase Agreement closing, and
within the five-year period immediately following the six-month
anniversary, Parrut is
entitled to request that the Company register all or part of the
shares of the Common Stock held by Parrut on a long-form or
short-form registration statement on one or more occasions in the
future, which registrations may be “shelf
registrations.” Parrut is also entitled to participate in
certain registered offerings by the Company, subject to the terms
and conditions in the Registration Rights Agreement. The Company
will pay Parrut’s expenses in connection with Parrut’s
exercise of these rights. The registration rights described in this
paragraph apply to (i) all shares of Common Stock
acquired by Parrut pursuant to the Purchase Agreement and the
promissory note, and (ii) any securities into which such shares of
the Common Stock may be converted or exchanged pursuant to any
merger, consolidation, sale of all or any part of its assets,
corporate conversion or other extraordinary transaction of the
Company and any equity securities of the Company then outstanding
that were issued or issuable as a dividend, stock split or other
distribution with respect to or in replacement of such shares of
Common Stock (the “Registerable Securities”). Such
securities held by Parrut
will cease to be Registrable Securities when (i) a
registration statement covering such Registrable Securities has
been declared effective and such Registrable Securities have been
disposed of pursuant to such effective registration statement; (ii)
such Registrable Securities shall have been sold pursuant to Rule
144 under the Securities Act; (iii) such Registrable Securities may
be sold pursuant to Rule 144 without limitation thereunder on
volume or manner of sale and without the requirement for the
Company to be in compliance with the current public information
requirement under Rule 144(c)(1) for a period of ninety days, or
(iv) such Registrable Securities cease to be
outstanding.
The
foregoing is only a summary description of the Registration Rights
Agreement and it does not purport to be a complete description of
the rights and obligations of the parties thereunder and is
qualified in its entirety by reference to the full text of the
document, which is filed as Exhibit 10.2 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of
Assets.
The
applicable information set forth in Item 1.01 of this 8-K is
incorporated by reference in this Item 2.01.
Financial
statements will not be filed in connection with the closing of the
Purchase Agreement. Although the Company has determined it acquired
a business, this purchase did not meet any of the conditions
specified in Regulation S-X Rules 1-02(w) and 3-05(b) which would
require the filing of financial statements.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
To the extent required by Item 2.03 of Form 8-K, the information
contained in Item 1.01 of this Current Report on Form 8-K with
regard to the $1,750,000 promissory note (the
“Note”) issued in
connection with the closing of the Purchase Agreement is
incorporated herein by reference.
The
foregoing is only a summary description of the Note and it does not
purport to be a complete description of the rights and obligations
of the parties thereunder and is qualified in its entirety by
reference to the full text of the document, which is filed as
Exhibit 4.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The 257,545 shares issued pursuant to the Purchase Agreement
disclosed in Item 1.01 above were issued in reliance upon the
exemption from registration pursuant to Section 4(a)(2) of the
Securities Act.
As
previously disclosed, on July 2, 2021, the Company closed its firm
commitment underwritten public offering (the
“Offering”) of an aggregate of 2,400,000 units, with
each unit consisting of one share of the Common Stock and one
warrant each to purchase one share of Common Stock, at a public
offering price of $5 per unit. In addition, on July 2, the
Offering’s underwriter partially exercised its over-allotment
option by purchasing additional warrants to purchase 360,000 shares
of Common Stock.
On July
8, 2021, the Offering’s underwriter exercised the rest of its
over-allotment option by purchasing 360,000 additional shares of
Common Stock. All of the securities issued pursuant to the Offering
were registered pursuant to the Company’s registration
statement on Form S-1 (File No. 333-249208) declared effective by
the Securities and Exchange Commission on June 29, 2021 and a
registration statement filed on June 29, 2021 relating to the
initial registration statement and filed pursuant to Rule 462(b)
promulgated under the Securities Act which became automatically
effective upon filing (File No. 333-257540).
In connection with the closing of the Offering, on July 6, 2021 and
July 9, 2021 the Company finalized the following issuances: (a)
1,489,437 shares of Common Stock issued to the fifty five (55)
holders of the Company’s convertible debentures (the
“Debenture Holders”) in exchange for all of the
Company’s outstanding convertible debentures; (b) 1,489,437
warrants to purchase shares of Common Stock that are substantially
similar to the warrants issued in the Offering. These warrants were
issued to the Debenture Holders; and (c) 4,756,892 shares of Common
Stock in exchange for (i) 376,275 outstanding shares of the
Company’s Series D Preferred Stock, (ii) 645,845 outstanding
shares of the Company’s Series E Preferred Stock, (iii)
46,847 outstanding shares of the Company’s Series F Preferred
Stock, and (iv) 522,108 warrants previously held by holders of
Series D Preferred Stock. In addition, one previous Series D holder
will be issued a pre-funded warrant to purchase 587,945 shares of
Common Stock with an exercise price of $0.01 per share. Following
the issuance of the 4,756,892 shares of Common Stock there are no
longer any Series D or Series F Preferred Stock shares outstanding
and there are 86,000 shares of Series E Preferred Stock
outstanding.
The new securities issued as described in the previous paragraph
were not registered under the Securities Act but qualified for
exemption under Section 3(a)(9) of the Securities Act. The new
securities issued are restricted and no party was paid remuneration
in connection with the exchange.
Following
the issuance of (a) 6,503,874 shares of Common Stock as described
in this Current Report on Form 8-K, (257,545 shares issued to the
Parrut shareholders plus 1,489,437 shares issued to the Debenture
Holders plus 4,756,892 shares issued to the Preferred Stock and
warrant holders) and (b) the 360,000 over-allotment shares, the
Company now has 13,551,721 shares of Common Stock
outstanding.
Item 9.01. Exhibits.
(d) Exhibits
Exhibit No.
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Exhibit
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Promissory
Note issued to Parrut, Inc. on July 7, 2021.
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Asset Purchase Agreement dated as of July
7, 2021, among Recruiter.com Group, Inc., and Parrut, Inc., and
individuals named therein.
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Registration Rights Agreement, dated as
of July 7, 2021, by and between Recruiter.com Group, Inc., and
Parrut, Inc.
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# Certain schedules and exhibits have been omitted pursuant to Item
601(a)(5) of Regulation S-K. The Company will furnish
supplementally copies of omitted schedules and exhibits to the
Securities and Exchange Commission or its staff upon its
request.
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 12,
2021
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By:
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/s/ Evan
Sohn
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Evan
Sohn
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Chief Executive
Officer
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