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
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000-53641
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90-1505893
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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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:
☐
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)).
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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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None
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None
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None
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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 (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.
Exhibit Number
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Description
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Certificate
of Change Pursuant to NRS 78.209, filed with the Nevada Secretary
of State on June 17, 2021
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Press
Release dated June 18, 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: June 24,
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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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.