Current Report Filing (8-k)

Date : 06/04/2019 @ 8:02PM
Source : Edgar (US Regulatory)
Stock : Recruiter.com Group, Inc. (RCRT)
Quote : 1.4499  0.0 (0.00%) @ 3:23PM

Current Report Filing (8-k)

 

 

 

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)

 

Delaware   000-53641   26-3090646

(State or other Jurisdiction

of Incorporation)

  (Commission File Number)   (IRS Employer
Identification No.)

 

 

100 Waugh Dr. Suite 300, Houston, Texas

 

 

77007

(Address of principal executive offices)   (Zip Code)

 

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

 

Exhibit No.   Description of Exhibit
3.1   Second Certificate of Amendment to the Amended and Restated Certificate of Designation of Series D Convertible Preferred Stock.

 

1  

 

 

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: June 4, 2019 RECRUITER.COM GROUP, INC.
   
  By: /s/ Miles Jennings
    Miles Jennings
    Chief Executive Officer 
(Principal Executive Officer)

 

2  

 

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