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 Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 30, 2023

________________________________

 

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.)

 

500 Seventh Avenue

New York, New York 10018

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (855) 931-1500

 

Not Applicable

(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 (see General Instruction A.2. below):

 

☐ 

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 12(b) of the Act:

 

Title of class

 

Trading symbol

 

Name of exchange on which registered

Common Stock

 

RCRT

 

NASDAQ Capital Market

Common Stock Purchase Warrants

  

RCRTW

 

NASDAQ Capital Market

 

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.

 

Asset Purchase Agreement

 

As previously disclosed, on August 16, 2023, Recruiter.com Group, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Job Mobz Inc., a California corporation (“Job Mobz”). Upon the terms and subject to the conditions of the Purchase Agreement, the Company has agreed to sell and assign its right, title, and interest in the domain name www.Recruiter.com and certain related assets generally used to operate the business associated therewith to Job Mobz for an aggregate purchase price of $1,800,000, subject to certain adjustments provided therein, and shares in Job Mobz, a private company.

 

On December 30, 2023, the Company and Job Mobz entered into an Amendment to the Asset Purchase Agreement (the “Amendment”), which provides that the consummation of the transactions contemplated by the Purchase Agreement shall take place no later than March 31, 2024, or at such other time or place as the parties may mutually agree upon in writing.  Except as set forth in the Amendment, all of the other terms and conditions set forth in the Purchase Agreement remains in full force and effect

 

The foregoing description of the Amendment does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits:

 

Exhibit

 

Description

2.1

 

Amendment to the Asset Purchase Agreement, dated as of December 30, 2023, by and between Recruiter.com Group, Inc. and Job Mobz Inc.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 
2

 

 

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.

 

Date:  January 5, 2024 

 

 Recruiter.com Group, Inc.
   
/s/ Miles Jennings

 

Miles Jennings 
 Chief Executive Officer 

 

 
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Cover
Dec. 30, 2023
Cover [Abstract]  
Entity Registrant Name RECRUITER.COM GROUP, INC.
Entity Central Index Key 0001462223
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company true
Document Period End Date Dec. 30, 2023
Entity Ex Transition Period false
Entity File Number 001-53641
Entity Incorporation State Country Code NV
Entity Tax Identification Number 90-1505893
Entity Address Address Line 1 500 Seventh Avenue
Entity Address City Or Town New York
Entity Address State Or Province NY
Entity Address Postal Zip Code 10018
City Area Code 855
Local Phone Number 931-1500
Security 12b Title Common Stock
Trading Symbol RCRT
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
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