Current Report Filing (8-k)

Date : 08/23/2019 @ 8:06PM
Source : Edgar (US Regulatory)
Stock : Group, Inc. (RCRT)
Quote : 1.47  0.0 (0.00%) @ 9:00PM

Current Report Filing (8-k)




Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): August 21, 2019



(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




(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.


Effective August 21, 2019, Group, Inc. (the “Company”) amended its Certificate of Incorporation to effect a one-for-80 reverse stock split of the Company’s common stock. Additionally, the authorized shares of common stock was reduced to 31,250,000. No fractional shares will be issued or distributed as a result of the amendment.


The foregoing description of the amendment is a summary only and is qualified in its entirety by the full text of the amendment filed as Exhibit 3.1 hereto which is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.




Exhibit    Description 
3.1   Certificate of Amendment to Certificate of Incorporation







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: August 23, 2019 RECRUITER.COM GROUP, INC.
  By:  /s/ Miles Jennings
    Miles Jennings
    Chief Executive Officer 
    (Principal Executive Officer)

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