Attached files
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): December 21,
2020
RECRUITER.COM GROUP, INC.
(Exact
name of Registrant as specified in its charter)
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Nevada
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001-53641
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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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☐
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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:
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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 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. The Shares (as defined
below) are not registered under the Securities Act of 1933, as
amended (the “Securities Act”) but qualified for
exemption under Section 4(a)(2) and/or Regulation D of the
Securities Act. The Shares are exempt from registration under
Section 4(a)(2) of the Securities Act because the issuance of such
securities by the Company did not involve a “public
offering,” as defined in Section 4(a)(2) of the Securities
Act, due to the insubstantial number of persons involved in the
transaction manner of the issuance, and number of securities
issued. The Company did not undertake an offering or issuance in
which it issued a high number of securities to a high number of
persons. In addition, neither Mr. Pemberton nor Mr. Heath had the
necessary investment intent as required by Section 4(a)(2) of the
Securities Act since he agreed to, and received, securities bearing
a legend stating that such securities are restricted pursuant to
Rule 144 of the Securities Act. This restriction ensures that these
securities would not be immediately redistributed into the market
and therefore not be part of a “public offering.” Based
on an analysis of the above factors, the Company has met the
requirements to qualify for exemption under Section 4(a)(2) of the
Securities Act.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
The
Board of Directors (the “Board”) of Recruiter.com
Group, Inc. (the “Company”) elected both Steve
Pemberton and Robert Heath as directors of the Company. The terms
of the appointments of Mr. Heath and Mr. Pemberton were approved by
the Board on December 21, 2020 and March 25, 2021, respectively.
The Board determined that both Mr. Heath and Mr. Pemberton are each
“independent” directors pursuant to the definition of
independence under Rule 5605(a)(2) of the Nasdaq Listing
Rules.
In
consideration of Mr. Pemberton’s agreement to join the Board,
Mr. Pemberton entered into a Director Agreement (the
“Pemberton Agreement”) and shall receive an annual cash
stipend of $20,000, payable in equal quarterly installments of
$5,000. In addition, Mr. Pemberton shall receive a grant of 50,000
options to purchase the Company’s common stock, par value
$0.001 (“Common Stock”) with an exercise price of $3.25
and which shall vest in equal amounts over a period of three years
from the Effective Date, as shall be determined by the Board,
subject to his continued service on the Board through such vesting
date (the “Pemberton Shares”). Upon the occurrence of a
Change in Control (as defined in the Company’s 2017 Equity
Incentive Plan), any un-vested options shall vest immediately,
provided Mr. Pemberton serves on the Board as of the date of such
Change in Control. The Pemberton Shares will be issued under the
Company’s 2017 Equity Incentive Plan (the
“Plan”).
In
consideration of Mr. Heath’s agreement to join the Board, Mr.
Heath entered into a Director Agreement (the “Heath
Agreement”) and shall receive an annual cash stipend of
$20,000, payable in equal quarterly installments of $5,000. In
addition, Mr. Heath shall receive a grant of 50,000 options to
purchase Common Stock, with an exercise price of $2.70 and which
shall vest in equal amounts over a period of three years from the
Effective Date, as shall be determined by the Board, subject to his
continued service on the Board through such vesting date (the
“Heath Shares,” and together with the Pemberton Shares,
the “Shares”). Upon the occurrence of a Change in
Control, any un-vested options shall vest immediately, provided Mr.
Heath serves on the Board as of the date of such Change in Control.
The Heath Shares will be issued under the Plan.
There
is no arrangement or understanding between either Mr. Pemberton or
Mr. Heath and any other persons pursuant to which either Mr.
Pemberton or Mr. Heath was elected as a director of the Company.
There are no family relationships between either Mr. Pemberton or
Mr. Heath and any of the Company’s officers or directors.
Other than as described herein, there are no other transactions to
which the Company or any of its subsidiaries is a party in which
either Mr. Pemberton or Mr. Heath has a material interest subject
to disclosure under Item 404(a) of Regulation S-K.
The
foregoing provides only brief descriptions of the material terms of
the Pemberton Agreement and the Heath Agreement, does not purport
to be a complete description of the rights and obligations of the
parties thereunder, and such descriptions are qualified in their
entirety by reference to the full text of the forms of the
Pemberton Agreement and the Heath Agreement filed as exhibits 10.1
and 10.2, respectively, to this Current Report on Form 8-K, and are
incorporated herein by reference.
Item 9.01. Exhibits.
(d) Exhibits
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Exhibit No.
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Exhibit
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Directors
Agreement, dated February 12, 2021, between Recruiter.com Group,
Inc. and Steve Pemberton
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Directors
Agreement, dated December 10, 2020, between Recruiter.com Group,
Inc. and Robert Heath
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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:
April 1, 2021
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By:
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/s/
Evan Sohn
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Evan
Sohn
Chief
Executive Officer
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