Current Report Filing (8-k)
January 03 2020 - 4:35PM
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):
December 27, 2019
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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 3.02 Unregistered Sales of Equity Securities.
On December 27, 2019, Recruiter.com Group,
Inc. (the “Company”) entered into an Amended and Restated Consulting Agreement (the “Agreement”) with a
consultant, pursuant to which the Company agreed to issue to the consultant in exchange for services a total of 312,500 restricted
stock units (the “RSUs”), each representing the right to receive one share of the Company’s restricted common
stock upon vesting. 62,500 RSUs were vested as of the date of the Agreement and the remaining 250,000 RSUs vest in equal monthly
increments over a period of 11 months beginning January 1, 2020. The issuance of the RSUs is exempt from registration under the
Securities Act of 1933 (the “Securities Act”) pursuant to Section 4(a)(2) of the Securities Act.
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 3, 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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