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): January 13, 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.

 

The information set forth in Item 5.02 below is incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information set forth in Item 5.02 below is incorporated herein by reference.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 13, 2021, Recruiter.com Group, Inc. (the “Company”) entered into Amendment No. 1 to Director Agreement with Deborah Leff (the “Amendment”) to amend certain terms of the Directors Agreement, dated August 29, 2020, by and between the Company and Leff (the “Original Agreement”). The Amendment removes unnecessary language from the Original Agreement relating to Ms. Leff’s appointment to certain of the Company’s corporate governance committees and an additional stock grant related thereto. Additionally, the Amendment updates the terms of the vesting period and exercise price of the Stock Options (as defined in the Original Agreement) to reflect the original intention of Ms. Leff and the Company. The foregoing summary description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and which is incorporated by reference into this Current Report on Form 8-K.

 

Item 9.01. Exhibits.

 

(d) Exhibits

 

Exhibit No.   Exhibit
10.1   Amendment 1 to Director Agreement, dated January 13, 2021, by and between the Company and Deborah Leff

 

 

 

 

 

 

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: January 21, 2021 By: /s/ Evan Sohn
    Evan Sohn
Chief Executive Officer

 

 

 

 

Exhibit 10.1

 

AMENDMENT NO. 1 TO DIRECTOR AGREEMENT

 

This AMENDMENT NO. 1 TO DIRECTOR AGREEMENT (this “Amendment”), dated as of January 13, 2021 and effective as of October 1, 2020 (the “Effective Date”), is entered into by and between Recuriter.com Group, Inc., a Nevada corporation (the “Company”), and Deborah Leff (the “Executive”). The Company and the Executive shall collectively be referred to herein as the “Parties”. Capitalized terms used in this Amendment but not defined herein have the meanings ascribed to them in the Director Agreement (as defined below).

 

WHEREAS, the Parties have previously entered into that certain Director Agreement, dated as of August 28 2020 (the “Employment Agreement”);

WHEREAS, the Parties now desire to amend the Employment Agreement as set forth herein; and

WHEREAS, pursuant to Section 15 of the Employment Agreement, the Employment Agreement may be amended by the Parties pursuant to a written instrument duly executed by each of the Parties.

NOW, THEREFORE, in consideration of the representations, warranties, covenants, agreements and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

Section 1.                 Amendments to the Employment Agreement.

(a)               Section 3(b) of the Employment Agreement is hereby amended by inserting the bold, underlined, italicized text and deleting the stricken through text as follows:

The Director shall receive, upon execution of this Agreement, a non-qualified stock option to purchase up to fifty thousand (50,000) shares of the Company’s common stock at an exercise price per share equal to $2.50 $2.00. Such option shall be exercisable for a period of 3 years. The option shall vest in equal quarterly amounts beginning on the Effective Date and ending on the third anniversary of the Effective Date over a period of three years. Notwithstanding the foregoing, if the Director ceases to be a member of Board at any time during the three-year vesting period for any reason (such as resignation, withdrawal, death, disability or any other reason), then any un-vested options shall be irrefutably forfeited. Upon the occurrence of a Change in Control, any un-vested options shall vest immediately, provided the Director serves on the Board as of the date of such Change in Control. “Change in Control” shall mean any sale, conveyance, assignment or other transfer, directly or indirectly, of any ownership interest of the Company, which results in any change in the identity of the individuals or entities in Control of the Company. “Control” shall mean the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a person by contract, voting of securities, or otherwise. 

Section 2.                No Modifications. Unless otherwise amended by this Amendment, the Agreement shall remain in its current form.

[Signature page follows]

 

 

IN WITNESS WHEREOF, the Parties have entered into and signed this Amendment as of the date and year first above written.

  COMPANY:
   
  RECRUITER.COM GROUP, INC.
   
  By:  /s/ Evan Sohn
  Name: Evan Sohn
  Title: CEO
     
     
  EXECUTIVE:
   
  DEBORAH LEFF
     
  /s/ Deborah Leff
  (signature)