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): January 17, 2020

RECRUITER.COM GROUP, INC.

(Exact name of registrant as specified in its charter)

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

(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:

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 checkmark 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. ☐

Securities registered pursuant to Section 12(b) of the Act: None 

Item 1.01. Entry into a Material Definitive Agreement.

On January 17, 2020, Recruiter.com Group, Inc. (the “Company”) entered into a Technology Services Agreement, dated January 17, 2020 (the “Services Agreement”), with Recruiter.com (Mauritius) Ltd., a Mauritius private company (the “Service Provider”). Pursuant to the Services Agreement, the Service Provider has agreed to provide certain services to the Company, including software development and maintenance related to the Company’s website and platform on an independent contractor basis, and the Company has agreed to pay the Service Provider fees in the amount equal to the actualized documented costs incurred by the Service Provider in rendering the services pursuant to the Services Agreement.

The Service Provider since August 25, 2014 had been providing software development services to Recruiter.com, Inc., which following the completion of the merger in March 2019 became our wholly-owned subsidiary. Our Chief Technology Officer is an employee of the Service Provider.

The initial term of the Services Agreement is five years, whereupon it shall automatically renew for additional successive 12-month terms until terminated by either party by submitting a 90-day prior written notice of non-renewal. The Services Agreement may be terminated without cause by either party upon prior written notice, which shall be a 15-day prior written notice if given by the Company and a 90-day prior written notice if given by the Service Provider.

The Services Agreement contains customary representations and warranties, intellectual property rights, confidentiality, non-solicitation and non-competition provisions.

The foregoing description of the Services Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Services Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

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 thereunto duly authorized.

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