Item 1.01 Entry into a Material Definitive Agreement.
Merger with Recruiter.com
On March 31, 2019, Truli Technologies, Inc. (“Truli”)
entered into an Agreement and Plan of Merger, dated March 31, 2019 (the “Merger Agreement”), by and among Truli, Truli
Acquisition Co., Inc., a Delaware corporation and a wholly-owned subsidiary of Truli (“Merger Sub”) and Recruiter.com,
Inc., a Delaware corporation (“Recruiter.com”) and completed the acquisition of Recruiter.com under to the Merger Agreement.
Pursuant to the Merger Agreement, Merger Sub merged with and into Recruiter.com (the “Merger”), with Recruiter.com
continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of Truli.
As a result of the Merger, each share of common stock, par value
$0.0001 per share, of Recruiter.com (the “Recruiter.com Shares”) issued and outstanding immediately prior to the effective
time of the Merger (the “Effective Time”) (other than treasury shares of Recruiter.com or Recruiter.com Shares held
directly or indirectly by Truli or the Merger Sub) was converted into validly issued, fully paid and nonassesable shares of newly
designated Series E convertible preferred stock, par value $0.0001 per share, of Truli (“Truli Series E Preferred Stock”),
with cash in lieu of fractional shares of Series E Preferred Stock otherwise issuable (such shares of Truli Series E Preferred
Stock, the “Merger Consideration”). Truli issued to the stockholders of Recruiter.com a total of 775,000 shares of
Series E Preferred Stock convertible into 775,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”),
of Truli, pursuant to the Merger Agreement. Prior to the Effective Time, Recruiter.com distributed to its stockholders 125 million
shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of Truli, previously acquired by Recruiter.com
pursuant to the License Agreement, dated October 30, 2017 (the “License Agreement”) by and among Truli, VocaWorks,
Inc., a New Jersey corporation and a wholly-owned subsidiary of Truli (“VocaWorks”) and Recruiter.com.
The closing of the Merger was subject to customary closing conditions,
including the approval of the Merger by the stockholders of Recruiter.com, and additional closing conditions, including but not
limited to, the receipt of the proceeds from the private placement financing, and the execution of the Asset Purchase Agreement
(as defined below). The completion of the Merger was not subject to the approval of the stockholders of Truli.
The Merger Agreement contains customary representations and
warranties of each party for a transaction of this type. The Merger Agreement also contains customary covenants, including, among
other things, the covenant requiring Truli to amend the Certificate of Incorporation of Truli to change its corporate name, and
other covenants, including but not limited to, effecting as promptly as possible following the completion of the Merger, a reverse
stock split of the outstanding shares of Common Stock. Additionally, the Merger Agreement provides for pre-closing covenants of
Recruiter.com, including the covenant requiring Recruiter.com to repay or convert all outstanding convertible debt of Recruiter.com,
and execution of an amendment to the License Agreement.
The offer of the shares of Series E Preferred Stock as the Merger
Consideration pursuant to the Merger Agreement, was exempt from registration under the Securities Act of 1933 (the “Securities
Act”) pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.
The foregoing description of the Merger Agreement and the Merger
does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed
as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Asset Purchase
On March 31, 2019, Truli also entered into an Asset Purchase
Agreement, dated March 31, 2019 (the “Asset Purchase Agreement”) by and among Truli, Recruiter.com Recruiting Solutions
LLC, a Delaware limited liability company and a wholly-owned subsidiary of Truli (“Recruiting Solutions”) and Genesys
Talent LLC, a Texas limited liability company (“Genesys”) and completed the acquisition of certain assets and assumed
certain liabilities under the Asset Purchase Agreement (the “Asset Purchase”). The acquired assets included certain
accounts and notes receivable specified in the Asset Purchase Agreement, sales and client relationships, contracts specified in
the Asset Purchase Agreement, intellectual property, partnership and vendor agreements, and the other assets, other than excluded
assets, specified in the Asset Purchase Agreement.
Genesys received 200,000 shares of newly designated Series F
convertible preferred stock, par value $0.0001 per share, of Truli as consideration under the Asset Purchase Agreement, which shares
are convertible into 200,000,000 shares of common stock. The offer of the shares of Series F Preferred Stock as consideration pursuant
to the Asset Purchase Agreement was exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities
Act and Rule 506(b) promulgated thereunder.
The closing of the Asset Purchase was subject to customary closing
conditions and covenants, including the execution of Assignment and Assumption Agreement, Management Services Agreement, License
Agreement and other instruments and documents required by the Asset Purchase Agreement. The Asset Purchase Agreement contains customary
representations and warranties of each party for a transaction of this type.
The foregoing description of the Asset Purchase Agreement and
the Asset Purchase does not purport to be complete and is qualified in its entirety by reference to the Asset Purchase Agreement,
a copy of which is filed as Exhibit 2.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Financing
On March 31, 2019, Truli entered into a Securities Purchase
Agreement, dated March 31, 2019 (the “Securities Purchase Agreement”) by and among Truli and the investors listed therein
(the “Investors”). Pursuant to the Securities Purchase Agreement Truli sold in a private placement a total of approximately
31,625 units (the “Units”) at a purchase price of $18.1818 per unit, taking into account a 10% discount, each Unit
consisting of (i) one share of Series D Preferred Stock, and (ii) a Warrant to purchase 500 shares of Common Stock, subject to
adjustment as provided for therein. The Series D Preferred Stock sold in the financing convert into a minimum of 31,625,000 shares
of Common Stock. Truli received gross proceeds of $575,000 from the sale of the Units. Two of the three Investors have previously
invested in Truli’s Preferred Stock. In addition, a fourth Investor entered into a binding Securities Purchase Agreement
to purchase $75,000 of Units with payment expected on or about April 4, 2019. If payment is made, at least an additional 4,125,000
shares of Common Stock will be issuable upon conversion of the Series D Preferred Stock and 2,062,500 shares of Common Stock upon
exercise of Warrants. Further, in connection with the closing of the Merger, the former Chief Executive Officer of Recruiter.com
agreed to purchase $250,000 of Units by delivering common stock of another company with a $215,000 value and $35,000 in cash. As
of the date of this Current Report on Form 8-K, no payment has been made.
The Warrants are exercisable for five years from the issuance
date at an exercise price of $0.06 per share, subject to adjustment as provided for therein.
The offer and sale of the Units pursuant to the Securities Purchase
Agreement was exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b)
promulgated thereunder.
The foregoing description of the terms of the offer and sale
of the Units, the Securities Purchase Agreement and the Warrants does not purport to be complete and is qualified in its entirety
by reference to the Securities Purchase Agreement, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K,
and the Warrant, the form of which is filed as Exhibit 4.1 to this Current Report on Form 8-K, in each case incorporated herein
by reference.
Exchange of Series A, Series A-1, Series C and Series C-1
Convertible Preferred Stock, Convertible Notes and Warrants
In connection with, and as a condition precedent to the closing
of the Merger, on March 31, 2019, Truli entered into an Exchange Agreement, dated March 31, 2019 (the “Exchange Agreement”)
with two investors holding in the aggregate all of the shares of Truli’s Series A, Series A-1, Series C and Series C-1 Convertible
Preferred Stock, Convertible Notes and Warrants, outstanding immediately prior to the closing of the Merger, and completed an exchange
of such derivative securities for a total of 389,036 shares of Series D Preferred Stock (the “Exchange”), which are
convertible into at least 389,035,352 shares of Common Stock.
The closing of the Exchange was subject to customary closing
conditions. The Exchange Agreement contains customary representations and warranties and covenants.
The Exchange was exempt from registration under the Securities
Act pursuant to Section 3(a)(9) of the Securities Act.
The foregoing description of the Exchange Agreement and the
Exchange does not purport to be complete and is qualified in its entirety by reference to the Exchange Agreement, a copy of which
is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Amendment to the License Agreement
In connection with the closing of the Merger, Truli entered
into Amendment No. 1, dated March 31, 2019 (the “Amendment”) to the License Agreement. Pursuant to the Amendment, Recruiter.com
agreed to terminate its right of to receive shares of Series B Convertible Preferred Stock, par value $0.0001 per share (the “Series
B Preferred Stock”) upon achievement of certain milestones specified in the License Agreement.
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 10.3 to this
Current Report on Form 8-K and is incorporated herein by reference.