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): June 17,
2021
RECRUITER.COM GROUP, INC.
(Exact
name of Registrant as specified in its charter)
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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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☐
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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 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.
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(d)
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Exhibits.
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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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