EXHIBIT 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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(Former name or former address, if changed since last report.)
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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 (see General Instruction A.2. below):
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)) |
Securities registered pursuant to 12(b) of the Act:
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Common Stock Purchase Warrants |
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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).
Emerging growth company
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 22, 2023, Recruiter.com Group, Inc. (the “Company”) filed a Certificate of Change pursuant to Nevada Revised Statutes (“NRS”) 78.209 with the Nevada Secretary of State to effect a reverse stock split of the Common Stock, and the proportional decrease of the Company’s authorized shares of Common Stock at a ratio of one-for-fifteen (15) (the “Stock Split”).
The Stock Split was authorized by the Board of Directors of the Company pursuant to Section 78.207 of the NRS on August 17, 2023 and, pursuant to the Certificate of Change, became effective pursuant to Nasdaq’s approval on August 25, 2023. No fractional shares will be issued in connection with the Reverse Split and all such fractional interests will be rounded up to the nearest whole number of shares of Common Stock. The Company now has 6,666,667 shares of Common Stock authorized (the number of authorized shares of Preferred Stock remains 10,000,000).
The description contained herein of the Stock Split and proportional decrease of the Company’s authorized shares of Common Stock is qualified in its entirety by reference to the Certificate of Change, a copy of which is attached to this report as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01 Other Events.
On August 24, 2023, the Company issued a press release announcing the effectiveness of the Stock Split. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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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 28, 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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EXHIBIT 3.1
EXHIBIT 99.1
Recruiter.com Announces Reverse Stock Split
NEW YORK, NY / ACCESSWIRE / August 24, 2023 / Recruiter.com Group, Inc. (NASDAQ:RCRT)(NASDAQ:RCRTW) (the "Company") today announced that the Company has effected a reverse stock split of its issued and outstanding common stock at a ratio of 1-for-15.
The purpose of the reverse stock split is to allow the Company to meet the continued listing requirements of the Nasdaq Capital Market.
The Company's common stock will begin trading on a split-adjusted basis on August 25, 2023, under the CUSIP number 75630B402. The Company's symbol on the Nasdaq will remain RCRT.
On August 4th, 2023, the Company's Board of Directors, in accordance with Nevada Revised Statutes Section 78.207, approved the ratio of 1-for-15 as the ratio for the reverse stock split and the ratio for a proportional decrease of the Company's authorized shares of common stock.
Upon the effectiveness of the reverse stock split, each 15 shares of the Company's issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock, par value $0.0001 per share. Proportional adjustments also will be made to the shares issuable in connection with the Company's outstanding convertible preferred stock, stock options, and warrants. As a result of the reverse stock split, there will be approximately 1,408,366 shares of common stock outstanding. As a result of the proportional decrease of the Company's authorized shares of common stock, the Company will have 6,666,667 shares of common stock authorized.
The reverse stock split will affect all stockholders uniformly and will not alter any stockholder's percentage interest in the Company's equity, except to the extent that the reverse stock split would result in a stockholder owning a fractional share. Any fractional shares resulting from the reverse stock split will be rounded up to the next whole number of shares.
Once the reverse stock split becomes effective, stockholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the 1-for-15 reverse stock split. It is not necessary for the stockholders holding shares of the Company's common stock in certificated form to exchange their existing stock certificates for new stock certificates of the Company in connection with the reverse stock split, although stockholders may do so if they wish.
Stockholders should direct any questions concerning the reverse stock split to their broker or the Company's transfer agent, Securitize / Pacific Stock Transfer Company at https://securitize.io/pacific-stock-transfer.
Recruiter.com Group, Inc.
Recruiter.com is an on-demand recruiting platform providing flexible talent acquisition solutions that scale from startups to the Fortune 100. With an on-tap network of thousands of recruiting professionals and recruitment marketing automation, Recruiter.com helps businesses solve today's complex hiring challenges.
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To learn more, visit https://www.recruiter.com.
For investor information, visit https://investors.recruiter.com.
Please follow social media channels for additional updates:
LinkedIn Recruiter Network Group: https://www.linkedin.com/groups/42370/
LinkedIn Company Page: https://www.linkedin.com/company/1240434
Twitter Company Page: https://twitter.com/recruiterdotcom
Facebook Company Page: https://www.facebook.com/RecruiterDotCom
Company Contact:
Miles Jennings
CEO, Recruiter.com Group, Inc.
investors@recruiter.com
Cautionary Note Regarding Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words "forecasts" "believe," "may," "estimate," "continue," "anticipate," "intend," "should," "plan," "could," "target," "potential," "is likely," "will," "expect" and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on the number of shares currently outstanding prior to the reverse stock split taking effect. Important factors that could cause the number of shares currently outstanding to be greater than 1,408,366, include, but are not limited to, the number of stockholders who hold fractional shares resulting from the reverse stock split whose holdings will be rounded up to the next whole number of shares and whether any warrants or options are exercised shortly after the reverse stock split is effected. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.
SOURCE: Recruiter.com Group, Inc.
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