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): June 17, 2021
 
RECRUITER.COM GROUP, INC.
(Exact name of Registrant as specified in its charter)
 
Nevada
 
000-53641
 
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On June 17, 2021, Recruiter.com Group, Inc. (the “Company”) filed a Certificate of Change pursuant to Nevada Revised Statutes (“NRS”) 78.209 with the Nevada Secretary of State to effect a reverse stock split of the Common Stock, and the proportional decrease of the Company’s authorized shares of Common Stock at a ratio of one-for-two point five (2.5) (the “Stock Split”). 
 
The Stock Split was authorized by the Board of Directors of the Company pursuant to Section 78.207 of the NRS on May 27, 2021 and, pursuant to the Certificate of Change, became effective as of 12:00 a.m., Eastern Time, on June 18, 2021 (the “Effective Time”). No fractional shares will be issued in connection with the Reverse Split and all such fractional interests will be rounded up to the nearest whole number of shares of Common Stock. The Company now has 100,000,000 shares of Common Stock authorized (the number of authorized shares of Preferred Stock remains 10,000,000).
 
The description contained herein of the Stock Split and proportional decrease of the Company’s authorized shares of Common Stock is qualified in its entirety by reference to the Certificate of Change, a copy of which is attached to this report as Exhibit 3.1 hereto and incorporated herein by reference
 
Item 8.01 Other Events.
 
On June 18, 2021, the Company issued a press release announcing the effectiveness of the Stock Split. A copy of this press releases is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 9.01 Financial Statements and Exhibits.
 
(d)
Exhibits.
 
Exhibit Number
 
Description
3.1
 
Certificate of Change Pursuant to NRS 78.209, filed with the Nevada Secretary of State on June 17, 2021
 
Press Release dated June 18, 2021
 
 
 
 
 
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: June 24, 2021
By:  
/s/  Evan Sohn
 
 
 
Evan Sohn 
 
 
 
Chief Executive Officer 
 
 
 
 
 
 


 
 
 
 Exhibit 3.1
 
 
 
 
 
Exhibit 99.1
 
Recruiter.com Announces Reverse Stock Split
 
HOUSTON, TX / ACCESSWIRE / June 18, 2021 / Recruiter.com Group, Inc. (OTCQB:RCRT) (the "Company"), an on-demand recruiting platform, today announced that the Company has effected a reverse stock split of its issued and outstanding common stock at a ratio of 1-for-2.5.
 
The purpose of the reverse stock split is to allow the Company to meet the initial listing requirements of the Nasdaq Capital Market.
 
The Company's common stock will begin trading on a split-adjusted basis on Friday, June 18, 2021, under the CUSIP number 75630B303. The Company's symbol on the OTCQB will change to ‘RCRTD' for a period of 20 business days, after which the ‘D' will be removed from the Company's trading symbol, which will revert to the original symbol of ‘RCRT'.
 
On May 27, 2021, the Company's Board of Directors, acting within the discretion granted to it by the stockholders, approved the ratio of 1-for-2.5 as the ratio for the reverse stock split.
 
Upon the effectiveness of the reverse stock split, each 2.5 shares of the Company's issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock, par value $0.0001 per share. Proportional adjustments also will be made to the shares issuable in connection with the Company's outstanding convertible preferred stock, stock options, and warrants. As a result of the reverse stock split, there will be approximately 3.7mm shares of common stock outstanding. Upon the effectiveness of the reverse stock split, there will also be a proportional decrease of the Company's authorized shares of common stock at the same ratio of 1-for-2.5. The Company will have 100,000,000 shares of common stock authorized.
 
The reverse stock split will affect all stockholders uniformly and will not alter any stockholder's percentage interest in the Company's equity, except to the extent that the reverse stock split would result in a stockholder owning a fractional share. Any fractional shares resulting from the reverse stock split will be rounded up to the next whole number of shares.
 
Once the reverse stock split becomes effective, stockholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the 1-for-2.5 reverse stock split. It is not necessary for the stockholders holding shares of the Company's common stock in certificated form to exchange their existing stock certificates for new stock certificates of the Company in connection with the reverse stock split, although stockholders may do so if they wish.
 
Stockholders should direct any questions concerning the reverse stock split to their broker or the Company's transfer agent, Philadelphia Stock Transfer, Inc., at www.philadelphiastocktransfer.com.
 
Recruiter.com Group, Inc.
Recruiter.com is an online hiring platform delivering on-demand recruiting technology and services to both large and small businesses. With AI and video technology, and the world's largest network of recruiters, Recruiter.com delivers on-tap recruiting that flexes with hiring needs.
To learn more, visit https://www.recruiter.com.
For investor information, visit https://investors.recruiter.com.
 
Please follow social media channels for additional updates:
 
LinkedIn Recruiter Network Group: https://www.linkedin.com/groups/42370/
LinkedIn Company Page: https://www.linkedin.com/company/1240434
Twitter Company Page: https://twitter.com/recruiterdotcom
Facebook Company Page: https://www.facebook.com/RecruiterDotCom
 
 
Investor Relations:
 
Dave Gentry
RedChip Companies, Inc.
dave@redchip.com
Phone: (407) 491-4498
 
 
 
 
Cautionary Note Regarding Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words "forecasts" "believe," "may," "estimate," "continue," "anticipate," "intend," "should," "plan," "could," "target," "potential," "is likely," "will," "expect" and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include continued demand for professional hiring, the accuracy of the Recruiter Index® survey, the impact of the COVID-19 pandemic on the job market and the economy as virus levels are again rising in many states, and the Risk Factors contained within our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2020. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.
 
SOURCE: Recruiter.com Group, Inc.