Current Report Filing (8-k)
January 23 2020 - 4:08PM
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): January 17, 2020
RECRUITER.COM
GROUP, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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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
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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: (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:
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☐
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Written
communications 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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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.
Dated:
January 23, 2020
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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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2