UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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If an emerging growth company, indicate by check mark 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.
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on June 5, 2023, Recruiter.com Group, Inc. (“Recruiter.com” or “Buyer”) entered into that certain Stock Purchase Agreement (the “Agreement”) with GoLogiq Inc., a Delaware corporation (“GoLogiq” or “Seller”). The Seller owns all of the issued and outstanding membership interest (the “Company Membership Interests”) of GoLogiq SPV LLC, a Nevada limited liability company (the “Company”), the name of which was previously disclosed as GOLQ LLC due to a scrivener’s error. Pursuant to the Agreement, the Seller is selling to the Buyer, and Buyer is purchasing from Seller the Company Membership Interests, upon the terms and subject to the conditions of the Agreement, as amended.
On August 18, 2023, the Buyer entered into that certain Amendment to Stock Purchase Agreement (the “Amendment”) with the Seller.
Pursuant to the Amendment, Section 1.02 of the Agreement was amended so that at Closing, the Buyer will issue to Seller such number of shares of Buyer Common Stock that represents 19.99% of the number of issued and outstanding shares of the Buyer Common Stock on the Business Day prior to the Closing Date (“Closing Consideration”). Following the issuance of the Closing Consideration, Seller will own 16.66% of the issued and outstanding shares of the Buyer Common Stock.
In addition, additional Buyer Common Stock may be issuable to Seller as consideration upon the achievement of one or more of the following milestone targets (each a “Milestone Payment”): (i) if on a date that is six (6) months after the Closing Date, the Revenue for such six-month period is at least $2,000,000, Buyer will issue to Seller such number of additional shares of Buyer Common Stock such that Buyer will own, following such issuance, 40.00% of the issued and outstanding shares of the Buyer Common Stock; (ii) if on a date that is nine (9) months after the Closing Date, the Revenue for such nine-month period is at least $4,000,000, Buyer will issue to Seller such number of additional shares of Buyer Common Stock such that Buyer will own, following such issuance, 64.00% of the issued and outstanding shares of the Buyer Common Stock. Such issuance may be made as early as six (6) months after the Closing Date if $4,000,000 in Revenue is reached between six (6) and nine (9) months after the Closing Date; and (iii) if on a date that is twelve (12) months after the Closing Date, Revenue for such twelve-month period is at least $6,000,000, Buyer will issue to Seller such number of additional shares of Buyer Common Stock such that Buyer will own, following such issuance, 84.00% of the issued and outstanding shares of the Buyer Common Stock. Such issuance may be made as early as six (6) months after the Closing Date if $6,000,000 in Revenue is reached between six (6) and twelve (12) months after the Closing Date. Each Milestone Payment under this Section 1.02(b) shall be independent of the other Milestone Payments such that a Milestone Payment shall be payable if and only if the target attributable to such Milestone Payment is achieved within the period of time required by such target.
Pursuant to the Amendment, Section 1.03 of the Agreement was amended to replace the term “Assumed Closing Valuation” with “Assumed Market Cap”.
The Amendment further provides that, individuals serving on Buyer’s Board of Directors (the “Buyer Board”) prior to the Closing shall be retained as directors of the Buyer’s Board following the Closing except for one director who shall be replaced with and be such individual identified and set forth in the Seller Disclosure Letter. In addition, following the date of each Milestone Payment, one (1) individual named by Seller shall be appointed to Buyer’s Board to replace a then existing director of the Buyer Board (other than the individuals previously appointed by Seller).
Pursuant to the Amendment, from and after the Closing, until successors are duly elected or appointed, Granger Whitelaw shall be appointed as Chief Executive Officer of Buyer following the Closing, and the other officers of Buyer prior to the Closing shall remain in their respective positions unless and until determined otherwise by the Buyer’s Board.
The foregoing description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the 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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Cover Page Interaction Data File (embedded within the Inline XBRL document) |
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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 hereunto duly authorized.
Date: August 23, 2023
| Recruiter.com Group, Inc. |
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| /s/ Miles Jennings |
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| Miles Jennings Chief Executive Officer |
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