Current Report Filing (8-k)
June 04 2019 - 4:02PM
Edgar (US Regulatory)
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):
May 29, 2019
RECRUITER.COM GROUP, INC.
(Exact name of registrant as specified in its
charter)
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Delaware
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000-53641
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26-3090646
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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
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77007
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
(866) 862-2979
(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:
☐ Written communications 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))
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 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On May 29, 2019, Recruiter.com Group, Inc. (the “Company”)
filed with the Secretary of State of the State of Delaware the Second Certificate of Amendment (the “Amendment”) to
the Amended and Restated Certificate of Designation (the “Certificate of Designation”) of Series D Convertible Preferred
Stock, par value $0.0001 per share (the “Series D Preferred Stock”) which was effective upon filing. The Amendment
increased the number of shares of Series D Preferred Stock the Company is authorized to issue from 500,000 to 2,000,000. No other
changes were made to the Certificate of Designation.
The foregoing description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 3.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
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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Dated: June 4, 2019
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RECRUITER.COM GROUP, INC.
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By:
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/s/ Miles Jennings
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Miles Jennings
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Chief Executive Officer
(Principal Executive Officer)
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