rcrt_pre14a.htm

PRE 14A 1 rcrt_pre14a.htm PRE 14A rcrt_pre14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

Filed by Registrant

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Filed by Party other than Registrant

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Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission

Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Materials Pursuant to §240.14a-12

Recruiter.com Group, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Recruiter.com Group, Inc.

500 Seventh Avenue

New York, New York 10018

(855) 931-1500

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To the stockholders of Recruiter.com Group, Inc.:

We are pleased to invite you to attend our Special Meeting of the Stockholders (the “Special Meeting”) of Recruiter.com Group, Inc., a Nevada corporation (the “Company”), which will be held at 11:00 a.m. eastern time on [ ], 2023, virtually at www.virtualshareholdermeeting.com/RCRT2023SM, for the following purposes:

1.

To approve the terms of that certain Stock Purchase Agreement, dated June 5, 2023, between GoLogiq Inc., a Delaware corporation (“GoLogiq” or “Seller”) and the Company, as amended August 29, 2023 (as it may be further amended from time to time and including all exhibits and schedules thereto, “GoLogiq Agreement”), including, but not limited to, the shares of Company common stock, par value $0.0001 per share (the “Common Stock”) issuable in connection therewith, pursuant to which the Company will acquire certain membership interests of GOLOGIQ SPV, LLC, a Nevada limited liability company (“SPV”) (this proposal is referred to herein as the “GoLogiq Purchase Proposal”);

2.

To approve the terms of that certain Asset Purchase Agreement, dated August 16, 2023, between Job Mobz Inc., a California corporation (“Job Mobz” or “Buyer”) and the Company (as it may be further amended from time to time and including all exhibits and schedules thereto, “Job Mobz Agreement”) (this proposal is referred to herein as the “Job Mobz Sale Proposal”);

3.

To approve an amendment to our Articles of Incorporation to increase the number of authorized shares of the Common Stock from 6,666,667 to 200,000,000 (this proposal is referred to herein as the “Authorized Share Increase Proposal”); and

4.

To conduct any other business as may properly come before the meeting or any adjournment thereof.

After careful consideration, the Board of Directors of the Company (the “Board”) unanimously determined that (i) the GoLogiq Agreement and the transactions contemplated thereby (ii) the Job Mobz Agreement and the transactions contemplated thereby, and (iii) the increase to the authorized shares of Common Stock, are in the best interests of the Company and its stockholders, and approved (i) the GoLogiq Agreement and the transactions contemplated thereby, (ii) the Job Mobz Agreement and the transactions contemplated thereby, and (iii) the increase to the authorized shares of Common Stock, and recommends that you vote “FOR” (i) the approval of the GoLogiq Agreement and the transactions contemplated therein, on the terms, and subject to the conditions set forth in the GoLogiq Agreement, and the GoLogiq Purchase Proposal, (ii) the approval of the Job Mobz Agreement and the transactions contemplated therein, on the terms, and subject to the conditions set forth in the Job Mobz Agreement, and the Job Mobz Sale Proposal and (ii) the Authorized Share Increase Proposal.

We do not expect to transact any other business at the Special Meeting. Only holders of record of shares of the Common Stock at the close of business on [ ], 2023, are entitled to notice of, and to vote at, the Special Meeting and any postponements or adjournments thereof.

On August 25, 2023, the Company effected 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 “Reverse Split”). All Common Stock per share numbers and prices included herein have been adjusted to reflect the Reverse Split, unless stated otherwise.

At the close of business on the record date, [ ] shares of Common Stock were outstanding, which each vote one voting share, and 86,000 shares of Series E Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”) of the Company, were outstanding. Each share of the Common Stock represents one vote that may be voted on each matter that may come before the Special Meeting. The holders of Preferred Stock are entitled to vote on all matters submitted to stockholders of the Company and are entitled to the number of votes for each share of Preferred Stock owned as of the Record Date equal to the number of shares of Common Stock such shares of Preferred Stock are convertible into at such time, subject to the limitation on the beneficial ownership set forth in the Certificates of Designation of Preferred Stock of 4.99% or 9.99%, to the extent the 4.99% limitation has been waived by the holder. As of the Record Date, the outstanding Preferred Stock equals [ ] votes. As of the Record Date, there are a total of [ ] votes that may be voted on each matter that may come before the Special Meeting.

Your vote is very important. Pursuant to Nasdaq Listing Rule 5635(a) stockholder approval is required prior to the issuance of securities in connection with the acquisition of the stock or assets of another company if: (1) where, due to the present or potential issuance of common stock, including shares issued pursuant to an earn-out provision or similar type of provision, or securities convertible into or exercisable for common stock, other than a public offering for cash: (A) the common stock has or will have upon issuance voting power equal to or in excess of 20% of the voting power outstanding before the issuance of stock or securities convertible into or exercisable for common stock; or (B) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities.

The GoLogiq Agreement could result in the issuance of a number of shares of Common Stock that will be in excess of 20% of the number of shares of Common Stock outstanding before the issuance of the stock to GoLogiq because, as part of the purchase of membership interests of the SPV contemplated in the GoLogiq Agreement (the “Purchase”), the Company will be issuing [ ] shares of Common Stock to the Seller (based on the number of shares of Common Stock outstanding on the Record Date), representing 19.99% of the total number of outstanding shares of Common Stock at the closing of the GoLogiq Agreement and, together with additional shares potentially issuable upon satisfaction of certain revenue-based milestones, up to 84% of the fully-diluted outstanding shares of the Common Stock at the time of the issuance of the final milestone-based amount of shares. As the number of shares of common stock issuable to the Seller pursuant to the terms of the GoLogiq Agreement could exceed 19.99% of the Company’s outstanding Common Stock common stock shares, we are required to obtain stockholder approval for the GoLogiq Agreement and the transactions contemplated therein, pursuant to Nasdaq Listing Rule 5635(a). In addition, pursuant to Nasdaq Rule 5635(d), Nasdaq listed companies are required to obtain shareholder approval for a transaction, other than “public offering,” involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into or exercisable for common stock) which equals 20% or more of the common stock, or 20% or more of the voting power outstanding before the issuance at a price that is the lower of (i) the Nasdaq official closing price immediately preceding the signing of the binding agreement, or (ii) the average Nasdaq official closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement. As the issuance of the Company shares to the Seller under the GoLogiq Agreement could require the issuance of more than 20% of the Company’s outstanding shares of Common Stock, we are required to obtain stockholder approval for the GoLogiq Agreement and the transactions contemplated therein, pursuant to Nasdaq Listing Rules 5635(a) and 5635(d).

We are therefore seeking the approval of the GoLogiq Agreement and the transactions contemplated therein by the Company’s stockholders by adopting a resolution as described in the accompanying proxy statement under “Proposal One: Stockholder Approval of the GoLogiq Agreement”.

Proposal One requires that more votes are cast in favor of the proposal than are cast opposing the proposal, by the holders of shares of the Company’s voting stock present in person or by proxy and entitled to vote on the matter at the Special Meeting, provided that a quorum exists at such Special Meeting.

While neither the Nasdaq Listing Rules nor the Nevada Revised Statutes (the “NRS”) requires shareholder approval of the sale of assets of the Company contemplated in the Job Mobz Agreement, we have agreed, pursuant to the terms of the Job Mobz Agreement to seek stockholder approval of the transactions contemplated thereby and the sale of certain assets of the Company to Job Mobz. We are therefore seeking the approval of the Job Mobz Agreement and the transactions contemplated therein by the Company’s stockholders by adopting a resolution as described in the accompanying proxy statement under “Proposal Two: Stockholder Approval of the Job Mobz Agreement”.

Proposal Two requires that more votes are cast in favor of the proposal than are cast opposing the proposal, by the holders of shares of the Company’s voting stock present in person or by proxy and entitled to vote on the matter at the Special Meeting, provided that a quorum exists at such Special Meeting.

Pursuant to the NRS, stockholder approval is required to amend the Company’s Articles of Incorporation (the “Charter”) to increase the number of authorized shares of the Common Stock from 6,666,667 to 200,000,000. We are therefore seeking the approval of the amendment to the Charter adopting a resolution as described in the accompanying proxy statement under “Proposal Three: Stockholder Approval of the Authorized Share Increase”.

Proposal Three requires that holders of shares of voting power representing a majority of the voting power outstanding as of the Record Date vote in favor of approval.

If You Plan to Attend

The Special Meeting of Stockholders will be held virtually. To attend the meeting, please go to www.virtualshareholdermeeting.com/RCRT2023SM and enter the 16-digit control number found on your proxy card. If you are a beneficial owner, you must follow the voting procedures of your nominee included with your proxy materials. If your shares are held by a nominee and you intend to vote at the Special Meeting, please have a legal proxy from your nominee authorizing you to vote your shares. You will be able to attend and participate in the Special Meeting online, vote your shares electronically, and submit questions prior to and during the meeting.

You will not be able to attend the Special Meeting in person.

By the Order of the Board of Directors

/s/ Miles Jennings

Miles Jennings

Chief Executive Officer

Dated: [ ], 2023

Whether or not you expect to attend in person, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares via the Internet, by phone or by signing, dating, and returning the enclosed proxy card will save us the expenses and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today!

Table of Contents

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QUESTIONS AND ANSWERS REGARDING THE SPECIAL MEETING OF STOCKHOLDERS

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PROPOSAL ONE: STOCKHOLDER APPROVAL OF THE GOLOGIQ AGREEMENT

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THE GOLOGIQ PURCHASE

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THE GOLOGIQ AGREEMENT

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MANAGEMENT FOLLOWING THE CLOSING OF THE GOLOGIQ PURCHASE

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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PRINCIPAL STOCKHOLDERS OF THE COMPANY FOLLOWING THE CLOSING OF THE GOLOGIQ PURCHASE

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FINANCIAL INFORMATION RELATED TO THE GOLOGIQ PURCHASE

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PROPOSAL TWO: STOCKHOLDER APPROVAL OF THE JOB MOBGZ AGREEMENT

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THE JOB MOBZ SALE

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FINANCIAL INFORMATION RELATED TO THE JOB MOBZ SALE

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PROPOSAL THREE: STOCKHOLDER APPROVAL OF THE AUTHORIZED SHARE INCREASE

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WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION OF INFORMATION BY REFERENCE

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INDEX TO FINANCIAL STATEMENTS OF GOLOGIQ, INC.

F-1

ANNEX A

A-1

ANNEX B

B-1

ANNEX C

C-1

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Recruiter.com Group, Inc.

500 Seventh Avenue

New York, New York 10018

(855) 931-1500

SPECIAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

This proxy statement (the “Proxy Statement”) is being sent to the holders of shares of voting stock of Recruiter.com Group, Inc., a Nevada corporation (the “Company”), in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at the Special Meeting of Stockholders of the Company which will be held at 11:00 a.m. eastern time on [ ], 2023, virtually at www.virtualshareholdermeeting.com/RCRT2023SM (the “Special Meeting”).

QUESTIONS AND ANSWERS REGARDING THE SPECIAL MEETING OF STOCKHOLDERS

Who is entitled to vote at the Special Meeting?

The Board has fixed the close of business on [ ], 2023 as the record date (the “Record Date”) for a determination of the stockholders entitled to notice of, and to vote at, the Special Meeting. As of the Record Date, there were (i) [ ]shares of common stock, par value $0.0001 per share (“Common Stock”) of the Company and (ii) 86,000 shares of Series E Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”) of the Company, outstanding. Each share of the Company’s Common Stock represents one vote that may be voted on each matter that may come before the Special Meeting. The holders of Preferred Stock are entitled to vote on all matters submitted to stockholders of the Company and are entitled to the number of votes for each share of Preferred Stock owned as of the Record Date equal to the number of shares of Common Stock such shares of Preferred Stock are convertible into at such time, subject to the limitation on the beneficial ownership set forth in the Certificates of Designation of Preferred Stock of 4.99% or 9.99%, to the extent the 4.99% limitation has been waived by the holder. As of the Record Date, the outstanding Preferred Stock equals [ ] votes. As of the Record Date, there are a total of [ ] votes that may be voted on each matter that may come before the Special Meeting.

What matters will be voted on at the Special Meeting?

The proposals that are scheduled to be considered and voted on at the Special Meeting is as follows:

To approve the terms of that certain Stock Purchase Agreement, dated June 5, 2023, between GoLogiq Inc., a Delaware corporation (“GoLogiq” or “Seller”) and the Company, as amended August 128, 2023 (as it may be further amended from time to time and including all exhibits and schedules thereto, “GoLogiq Agreement”), including, but not limited to, the shares of Common Stock issuable in connection therewith, pursuant to which the Company will acquire certain membership interests of GOLOGIQ SPV, LLC, a Nevada limited liability company (“GoLogiq”).

To approve the terms of that certain Asset Purchase Agreement, dated August 16, 2023, between Job Mobz Inc., a California corporation (“Job Mobz” or “Buyer”) and the Company (as it may be further amended from time to time and including all exhibits and schedules thereto, “Job Mobz Agreement”).

To approve an amendment to the Company’s Articles of Incorporation (the “Charter”) to increase the number of authorized shares of the Common Stock from 6,666,667 to 200,000,000.

Why am I receiving these materials?

Pursuant to Nasdaq Listing Rules 5635(a) and (d), stockholder approval is required prior to the issuance of the shares due in connection with the GoLogiq Agreement, because such shares could be in excess of 19.99% of the number of shares of Common Stock outstanding before the issuance of such shares if certain revenue-based milestones are achieved.

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While neither the Nasdaq Listing Rules nor the NRS requires shareholder approval of the sale of assets of the Company contemplated in the Job Mobz Agreement, we have agreed pursuant to the terms of the Job Mobz Agreement to seek stockholder approval of the transactions contemplated thereby and the sale of certain assets of the Company to Job Mobz. We are therefore seeking the approval of the Job Mobz Agreement and the transactions contemplated therein by the Company’s stockholders by adopting a resolution as described in the accompanying proxy statement under “Proposal Two: Stockholder Approval of the Job Mobz Agreement”.

Pursuant to Nevada state law, stockholder approval is required to amend the Charter to increase the number of authorized shares of the Common Stock from 6,6667,667 to 200,000,000. We are therefore seeking the approval of the amendment to the Charter adopting a resolution as described in the accompanying proxy statement under “Proposal Three: Stockholder Approval of the Authorized Share Increase”.

The Company is sending these materials to you to help you decide how to vote your shares of the Company’s common stock with respect to the proposed Purchase and the other matters to be considered at the Special Meeting. This proxy statement contains important information about the GoLogiq Purchase, the Job Mobz Sale, the Authorized Share Increase, and the Special Meeting, and you should read it carefully.

Why is the Company seeking stockholder approval of the GoLogiq Purchase and the issuance of shares of common stock issuable in connection therewith?

Because our common stock is listed on The Nasdaq Capital Market, we are subject to The Nasdaq Stock Market Listing Rules. Rule 5635(a) of The Nasdaq Stock Market listing standards requires stockholder approval with respect to issuances of our common stock, among other instances, when the shares to be issued are being issued in connection with the acquisition of the stock of another company and are equal to 20% or more of the Company’s outstanding common stock or voting shares before the issuance. Pursuant to Rule 5635(d), Nasdaq listed companies are required to obtain shareholder approval for a transaction, other than “public offering,” involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into or exercisable for common stock) which equals 20% or more of the common stock, or 20% or more of the voting power outstanding before the issuance at a price that is the lower of (i) the Nasdaq official closing price immediately preceding the signing of the binding agreement, or (ii) the average Nasdaq official closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement. Although the Company will not initially issue more than 20% of the Company’s outstanding shares of Common Stock, the GoLogiq Agreement may require the issuance of more than 20% of the Company’s outstanding Common Stock subject to certain revenue-based milestones, as described therein, and as a result, we are required to obtain stockholder approval.

As part of the GoLogiq Purchase, the Company will be issuing [ ] shares of common stock to the Seller, representing 19.99% of the total number of outstanding shares of Common Stock at the closing of the GoLogiq Agreement and, together with additional shares potentially issuable upon satisfaction of certain revenue-based milestones, up to 84% of the fully-diluted outstanding shares of the Common Stock at the time of the issuance of the final milestone-based amount of shares, as further described below under “Proposal One: Shareholder Approval of the GoLogiq Agreement”. As the aggregate number of shares of common stock potentially issuable to the Seller pursuant to the terms of the GoLogiq Agreement could exceed 19.99% of the Company’s outstanding voting shares of Common Stock, we are required to obtain Stockholder Approval.

Why is the Company seeking stockholder approval of the Job Mobz Agreement and the sale of certain assets to Job Mobz?

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Why is the Company seeking stockholder approval of the amendment to the Charter to increase the number of authorized shares of the Common Stock?

The NRS requires stockholder approval of the Charter amendment.

What are the Board’s voting recommendations?

The Board recommends that you vote “FOR” each of the Proposals.

What is the difference between holding shares as a record holder and as a beneficial owner?

If your shares are registered in your name with the Company’s transfer agent, Pacific Stock Transfer (as successor to Philadelphia Stock Transfer), you are the “record holder” of those shares. If you are a record holder, these proxy materials have been provided directly to you by the Company.

If your shares are held in a stock brokerage account, a bank or other holder of record, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, these proxy materials have been forwarded to you by that organization. As the beneficial owner, you have the right to instruct this organization on how to vote your shares.

Who may attend the Special Meeting?

Record holders and beneficial owners may attend the Special Meeting. To attend the meeting, please go to www.virtualshareholdermeeting.com/RCRT2023SM and enter the 16-digit control number found on your proxy card.

How do I vote?

If you are a stockholder of record, you may:

1.

Vote by Internet. The website address for Internet voting is on the voting instruction form or proxy card.

2.

Vote by phone. The phone number for phone voting is on your proxy card.

3.

Vote by mail. Mark, date, sign and mail promptly the enclosed proxy card.

4.

Vote at the Special Meeting. Register, attend virtually and vote at the Special Meeting.

If you vote by phone or internet, please DO NOT mail your proxy card.

If you are a beneficial owner, you must follow the voting procedures of your nominee included with your proxy materials. If your shares are held by a nominee and you intend to vote at the Special Meeting, please have a legal proxy from your nominee authorizing you to vote your shares.

What constitutes a quorum?

To carry on the business of the Special Meeting, we must have a quorum. A quorum is present when one-third of the voting power of the issued and outstanding capital stock of the Company, as of the Record Date, is represented in person or by proxy. Shares owned by the Company are not considered outstanding or considered to be present at the Special Meeting. Broker non-votes and abstentions are counted as present for the purpose of determining the existence of a quorum. As of the Record Date, there are a total of [ ]votes that may be voted on each matter that may come before the Special Meeting. The quorum is therefore [ ] votes.

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What happens if the Company is unable to obtain a quorum?

If a quorum is not present to transact business at the Special Meeting or if we do not receive sufficient votes in favor of the proposals by the date of the Special Meeting, the persons named as proxies may propose one or more adjournments of the Special Meeting to permit continued solicitation of proxies.

What is a “broker non-vote”?

Broker non-votes occur with respect to shares held in “street name,” in cases where the record owner (for instance, the brokerage firm or bank) does not receive voting instructions from the beneficial owner and the record owner does not have the authority to vote those shares on a proposal.

Various national and regional securities exchanges applicable to brokers, banks, and other holders of record determine whether the record owner (for instance, the brokerage firm, or bank) is able to vote on a proposal if the record owner does not receive voting instructions from the beneficial owner. The record owner may vote on proposals that are determined to be routine under these rules and may not vote on proposals that are determined to be non-routine under these rules. If a proposal is determined to be routine, your broker, bank, or other holder of record is permitted to vote on the proposal without receiving voting instructions from you.

Each proposal is non-routine and the record owner may not vote your shares on any proposal if it does not get instructions from you. If you do not provide voting instructions, a broker non-vote will occur. Broker non-votes, as well as abstentions, will each be counted towards the presence of a quorum but will not be counted towards the number of votes cast for Proposal One and Proposal Two. Broker non-votes as well as abstentions will have the same legal effect as a vote “AGAINST” Proposal Three.

How many votes are needed for each proposal to pass?

Proposals

Vote Required

(1)

Approve the GoLogiq Agreement.

Majority of the voting power present in person or by proxy and entitled to vote on the matter

(2)

Approve the Job Mobz Agreement.

Majority of the voting power present in person or by proxy and entitled to vote on the matter

(3)

Approve the Authorized Share Increase.

Holders of shares of voting power representing a majority of the voting power outstanding as of the Record Date

What constitutes outstanding shares entitled to vote?

At the close of business on the Record Date, there were [ ] outstanding and entitled to vote, including: (i) [ ] shares of Common Stock and (ii) [ ] votes as a result of the shares of Preferred Stock outstanding as of the Record Date which were convertible into shares of Common Stock as of such date, after giving effect to the limitation on the beneficial ownership set forth in the Certificate of Designation of Preferred Stock of 4.99% or 9.99%, to the extent the 4.99% limitation has been waived by the holder.

Is broker discretionary voting allowed and what is the effect of broker non-votes?

Proposals

Broker

Discretionary

Vote Allowed

Effect of Broker Non-

Votes on the Proposal

(1)

Approve the GoLogiq Agreement

No

None

(2)

Approve the Job Mobz Agreement

No

None

(3)

Approve the Authorized Share Increase

No

Against

What is an Abstention?

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An abstention is a stockholder’s affirmative choice to decline to vote on a proposal. Under the NRS, abstentions are counted as shares present and entitled to vote at the Special Meeting. Generally, unless provided otherwise by applicable law, our Bylaws provide that an action of our stockholders (other than the election of directors) is approved if a majority of the number of shares of stock entitled to vote thereon and present (either in person or by proxy) vote in favor of such action. Therefore, votes marked as “ABSTAIN” will have no effect on the outcome in Proposal One or Proposal Two. Since a majority of the voting power outstanding is required to approve Proposal Three, votes marked as “ABSTAIN” will have the same effect as a vote “AGAINST” Proposal Three.

What are the voting procedures?

You may vote in favor of each proposal or against each proposal, or in favor of some proposals and against others, or you may abstain from voting on any of these proposals. You should specify your respective choices on the accompanying proxy card or your voting instruction form.

Is my proxy revocable?

You may revoke your proxy and reclaim your right to vote up to and including the day of the Special Meeting by giving written notice to the Corporate Secretary of the Company, by delivering a proxy card dated after the date of the proxy or by voting in person at the Special Meeting. All written notices of revocation and other communications with respect to revocations of proxies should be addressed to: Recruiter.com Group, Inc., 500 Seventh Avenue, New York, New York 10018, Attention: Corporate Secretary.

Who is paying for the expenses involved in preparing and mailing this proxy statement?

All of the expenses involved in preparing, assembling and mailing these proxy materials and all costs of soliciting proxies will be paid by the Company. In addition to the solicitation by mail, proxies may be solicited by the Company’s officers and regular employees by telephone or in person. Such persons will receive no compensation for their services other than their regular salaries. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the shares held of record by such persons, and we may reimburse such persons for reasonable out of pocket expenses incurred by them in so doing. We may hire an independent proxy solicitation firm.

Could other matters be decided at the Special Meeting?

the

Other than the GoLogiq Purchase Proposal, the Job Mobz Sale Proposal, and the Authorized Share Increase Proposal, no other matters will be presented for action by the stockholders at the Special Meeting.

Do I have dissenters’ (appraisal) rights?

Appraisal rights are not available to the Company’s stockholders with any of the proposals brought before the Special Meeting.

Interest of Officers and Directors in Matters to Be Acted Upon

None of the officers or directors have any interest in any of the matters to be acted upon at the Special Meeting.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL ONE AND “FOR” PROPOSAL TWO AND “FOR” PROPOSAL THREE.

PROPOSAL ONE:

STOCKHOLDER APPROVAL OF THE GOLOGIQ AGREEMENT

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As discussed elsewhere in this proxy statement, including under “The GoLogiq Purchase”, below, the holders of the Company’s common stock will consider and vote on the GoLogiq Purchase Proposal. The holders of the Company’s common stock should read this proxy statement carefully in its entirety, including but not limited to the section titled “The GoLogiq Purchase”, below, including Annex A (which is incorporated by reference herein), for more detailed information concerning the GoLogiq Agreement and the GoLogiq Purchase. A copy of the GoLogiq Agreement is attached to this proxy statement as Annex A.

Stockholder Approval of the GoLogiq Agreement

Pursuant to applicable Nasdaq Listing Rules, the issuance of the shares of Common Stock to GoLogiq in connection with the GoLogiq Agreement, require approval of our stockholders, and we are therefore asking our stockholders to approve the Purchase Proposal by adopting the following resolution:

“WHEREAS, the Board of Directors of the Company has determined that it is expedient and in the best interests of the Company and its stockholders for the Company to complete the GoLogiq Purchase on the terms and subject to the conditions set forth in that certain Stock Purchase Agreement, dated June 5, 2023, between GoLogiq, as seller, and the Company, as purchaser, as amended August 29, 2023 (as it has, and may be, further amended from time to time and including all exhibits and schedules thereto, the “GoLogiq Agreement”), pursuant to which the Company will acquire all of the issued and outstanding membership interests (the “Membership Interests”) of GOLOGIQ SPV, LLC, a Nevada limited liability company.

RESOLVED, that (1) the purchase of the Membership Interests on the terms and subject to the conditions set forth in the GoLogiq Agreement, and (2) the other terms and conditions of the GoLogiq Agreement, including, but not limited to, as required by and in accordance with Nasdaq Listing Rules 5635(a) and 5635(d), the issuance of shares of common stock to GoLogiq as set forth therein, which number of shares of common stock may exceed 19.99% of the Company’s outstanding shares of Common Stock as of the date of the closing of the GoLogiq Agreement are each hereby approved, authorized and adopted in all respects.”

A vote in favor of the GoLogiq Purchase Proposal will be deemed the approval of the GoLogiq Agreement, each of the terms and conditions thereof, and all of the transactions contemplated therein and thereby.

Required Vote; Recommendation of the Board

Approval of the GoLogiq Purchase Proposal requires that more votes are cast in favor of such GoLogiq Purchase Proposal than are cast opposing such GoLogiq Purchase Proposal, by the holders of shares of the Company’s voting stock present in person or by proxy and entitled to vote on the matter at the Special Meeting, provided that a quorum exists at such Special Meeting. For purposes of the vote on the GoLogiq Purchase Proposal, an abstention, a broker non-vote or a failure to submit a proxy card or vote by mail, telephone, over the Internet or in person at the Special Meeting will have no effect on the vote to approve the GoLogiq Purchase Proposal, except to the extent that a failure to vote prevents the Company from obtaining a quorum for the Special Meeting. The GoLogiq Purchase is contingent upon the GoLogiq Purchase Proposal being approved by the Company’s stockholders at the Special Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE GOLOGIQ PURCHASE PROPOSAL.

THE GOLOGIQ PURCHASE

The discussion of the GoLogiq Purchase in this proxy statement is qualified in its entirety by reference to the GoLogiq Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated by reference into this proxy statement. We encourage you to read the GoLogiq Agreement carefully and, in its entirety, as it is the legal document that governs the GoLogiq Purchase.

Overview of the GoLogiq Purchase

On June 5, 2023, the Company entered into a Stock Purchase Agreement with GoLogiq, which agreement was amended August 29, 2023. GoLogiq owns all of the issued and outstanding membership interest (the “SPV Membership Interests”) of GOLOGIQ SPV, LLC, a Nevada limited liability company. Pursuant to the GoLogiq Agreement, the Company agreed to purchase the SPV Membership Interests, upon the terms and subject to the conditions of the GoLogiq Agreement.

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In exchange for the SPV Membership Interests, the Company is agreeing to pay GoLogiq total consideration of (1) the number of shares of common stock of the Company that represents 19.9% of the total issued and outstanding shares of the Company’s common stock at the closing of the purchase of the SPV Membership Interests (“Closing” and such date, the “Closing Date”) such that following the issuance of the Closing consideration, GoLogiq will own 16.66% of the issued and outstanding shares of the Common Stock, and (2) following issuance of such Closing consideration, additional Common Stock may be issuable to GoLogiq 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 total revenues attributable to the assets and lines of business that the Buyer acquired from the Seller on the Closing Date as measured in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”) and as reviewed by the Buyer’s independent registered public accounting firm (“Revenue”) for such six-month period is at least and not less than $2,000,000, the Company will issue to Seller such number of additional shares of Common Stock such that Seller will own, following such issuance, 40.00% of the issued and outstanding shares of the 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 and not less than $4,000,000, the Company will issue to Seller such number of additional shares of Common Stock such that Seller will own, following such issuance, 64.00% of the issued and outstanding shares of the 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 and not less than $6,000,000, the Company will issue to Seller such number of additional shares of Common Stock such that Seller will own, following such issuance, 84.00% of the fully-diluted outstanding shares of the 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.

In addition, earn-out payments are potentially payable pursuant to the terms of the GoLogiq Agreement based on increases in the Company’s market capitalization after the Closing Date. For these purposes, the assumed Closing Date market capitalization of the Company is $105,000,000. The subsequent earn-out payments shall be as follows: (i) if the Company’s market capitalization on a date that is six months after the Closing Date exceeds $105,000,000 but is less than or equals to $130,000,000, GoLogiq shall receive such additional number of shares of Common Stock representing seventy percent (70%) of the increase in value; (ii) if the Company’s market capitalization exceeds $130,000,000 but is less than or equals to $160,000,000, GoLogiq shall receive such additional number of shares of Common Stock representing eighty percent (80%) of the increase in value; and (iii) if the Company’s market capitalization exceeds $160,000,000, GoLogiq shall receive such additional number of shares of Common Stock representing ninety percent (90%) of the increase in value. Such earn-out shares are in addition to the shares issuable with respect to the revenue-based milestones described above.

A complete copy of the GoLogiq Agreement is attached to this proxy statement as Annex A.

Parties to the GoLogiq Purchase

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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GoLogiq Inc.

GoLogiq Inc. is a U.S.-based global provider of fintech and mobile solutions for digital transformation and consumer data analytics. Its software platforms are comprised of CreateApp, a mobile app development and publishing platform for small-to-medium sized businesses; AtozGo™, a ‘hyper-local’ app-based delivery platform; AtozPay™, an eWallet for mobile top-up, e-commerce purchases, bill payment and microfinance; and Radix™, a Big Data analytics platform. The Company will also operate Devado, LLC, which is an eCommerce business engaged in selling digital products for small-medium sized businesses.

Recommendation of the Board and its Reasons for the GoLogiq Purchase

The Board, with the assistance of Joseph Gunnar & Co, LLC, its financial advisor, evaluated the terms of the GoLogiq Agreement and the GoLogiq Purchase. After careful consideration, the Board, after several meetings held to discuss the transactions, unanimously approved the GoLogiq Agreement on May 31, 2023.

The Board considered the following factors in reaching its conclusion to approve the GoLogiq Agreement and to recommend that the stockholders approve the GoLogiq Agreement and the issuance of shares of common stock in connection with the GoLogiq Purchase, all of which the Board viewed as supporting its decision to approve the acquisition:

·

The Board had undertaken a comprehensive and thorough process of reviewing and analyzing potential merger/combination/acquisition candidates to identify the opportunity that would, in the opinion of the Board, create the most value for the stockholders. Joseph Gunnar presented a number of candidates for consideration, and the board undertook discussions and evaluations of their financial statements.

·

The Board believes, based in part on the judgment, advice, and analysis of its senior management with respect to the potential strategic, financial, and operational benefits of the GoLogiq Agreement, that the GoLogiq Agreement represents an attractive market opportunity and may generate potential returns for the stockholders and attract new investors to the company following the completion of the GoLogiq Purchase. The GoLogiq Agreement includes a significant equity stake in the organization. The fintech industry, in which the post GoLogiq Purchase company will operate, is projected to grow sixfold from $245 billion to $1.5 trillion by 2030, according to a report by Boston Consulting Group (BCG) and QED Investors.

·

The Board concluded that the GoLogiq Agreement would provide the existing stockholders a significant opportunity to participate in the potential growth of the company following the closing of the GoLogiq Purchase.

·

The Board also considered that the post GoLogiq Purchase company will be led by an experienced senior management team, especially noting Granger Whitelaw's considerable experience. Whitelaw has over 30 years of executive experience in finance, operations, sales, marketing, M&A, corporate governance, and business development.

·

The Board considered the valuation and business prospects of all the potential merger/combination/acquisition candidates. In particular, their collective view was GoLogiq was the most attractive acquisition candidate. After considering the comprehensive diligence review that the management had completed of other prospective merger/combination/acquisition targets, the board concluded that the GoLogiq Purchase had the potential to create more value for the stockholders than any of the other proposals that the board had received.

·

The Board considered the conditions to closing contained in the GoLogiq Agreement, which the Board believed are reasonable and customary in number and scope.

·

No valuation firm provided an opinion on the fairness of the GoLogiq Agreement.

·

The Board also reviewed the terms of the GoLogiq Agreement and associated transactions, including that the number of shares of common stock to be issued in the GoLogiq Purchase was based on the relative valuation of the companies and is based on a fixed percentage.

In the course of its deliberations, the Board also considered a variety of risks and other countervailing factors related to entering into the GoLogiq Agreement, including:

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·

The substantial expenses to be incurred in connection with the GoLogiq Agreement, including the costs associated with any related litigation.

·

The possible volatility, at least in the short term, of the trading price of the common stock resulting from the announcement of the GoLogiq Agreement.

·

The risk that the GoLogiq Purchase might not be consummated in a timely manner or at all, the potential adverse effect of the public announcement of the GoLogiq Agreement and the potential adverse effect of the delay or failure to complete the GoLogiq Purchase on the reputation of the company.

·

The risk to the business, operations, and financial results in the event that the GoLogiq Purchase is not consummated.

·

The strategic direction of the post GoLogiq Purchase company, which will be determined by a Board which could include a majority of members appointed by the Seller (if the Revenue milestones are all reached).

·

The risk that the value of the acquired assets could decline after the execution of the GoLogiq Agreement and announcement of entering into the GoLogiq Agreement, particularly in light of the fact that the purchase price consideration would not be adjusted to reflect declines in the value of such assets.

·

The significant portion of the outstanding voting stock which could be issued as part of the GoLogiq Purchase, as well as the dilution to existing stockholders associated therewith.

* * * * *

The above discussion of the factors considered by the Board is not intended to be exhaustive, but does set forth certain material factors considered by the Board. In view of the wide variety of factors considered in connection with its evaluation of the GoLogiq Purchase and the complexity of these matters, the Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative or specific weight or values to any of these factors, and individual directors may have held varied views of the relative importance of the factors considered. The Board viewed its position and recommendation as being based on an overall review of the totality of the information available to it.

The Board recommends that our stockholders vote “FOR” the GoLogiq Purchase Proposal.

Activities of the Company Following the Closing of the GoLogiq Purchase

Following the completion of the GoLogiq Purchase, the Company’s operating business, assets, and liabilities existing prior to the Closing Date are planned to be spun off into a new entity that will be quoted on the OTC Market (“NewCo”). Upon the completion of such spin-off, the legacy stockholders of record for the Company prior to the Closing Date (“Legacy Company Stockholders”) will hold securities in the Company and NewCo.

Following the completion of the GoLogiq Purchase, the Company will continue to be a public company and will continue to be listed on The Nasdaq Capital Market following the Closing under the same trading symbol. In the event the Company is required, prior to Closing, to file an initial listing application with the Nasdaq Stock Market (“Nasdaq”) and such application is not approved by Nasdaq, the GoLogiq Purchase may not close unless the Company and the Seller mutually agreed to waive the closing condition regarding the continued listing of our common stock on the Nasdaq Capital Market following the Closing, which if waived, could mean that the Common Stock is delisted from the Nasdaq Capital Market at Closing.

The GoLogiq Purchase will have no effect on the attributes of shares of the Common Stock held by the Company's stockholders, except for the increase in such outstanding shares of common stock in connection with the issuance of [ ] shares of Common Stock, as discussed in greater detail herein.

In the event the GoLogiq Purchase is not consummated, the Company will retain Mediabistro. These assets generate approximately $50,000 per month in revenue. The Company will also still own and operate a number of other revenue producing assets, including RecruitingClasses.com and CandidatePitch.com.

Purchase Agreement Consideration

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In exchange for the SPV Membership Interests, the Company is agreeing to pay the Seller total consideration of (1) the number of shares of Common Stock that represents 19.99% of the total issued and outstanding shares of the Common Stock at the Closing and (2) possible other issuances of shares of Common Stock based on revenue milestones and market capitalization milestones pursuant to the terms of the GoLogiq Agreement. See “Overview of the GoLogiq Purchase” above.

Effective Time of the GoLogiq Agreement

The GoLogiq Agreement requires the Closing to take place remotely by exchange of documents and signatures (or their electronic counterparts) no later than the second business day following the date on which all of the conditions set forth in Article VI of the GoLogiq Agreement have been satisfied (other than the conditions with respect to actions the respective parties hereto will take at the Closing itself) or, to the extent permitted, waived by the applicable party in writing, or at such other place and times and the parties may mutually agree.

Governmental and Regulatory Approvals

The Company must comply with applicable federal and state securities laws and the rules and regulations of Nasdaq in connection with the issuance of shares of Common Stock upon the closing of the GoLogiq Agreement.

The Company and GoLogiq have determined that no antitrust or competition law approvals, or other governmental or regulatory approvals are required to be applied for or obtained in any jurisdiction in connection with the GoLogiq Purchase.

No Appraisal or Dissent Rights

Under the NRS, appraisal rights or rights of dissent are not available to any stockholder in connection with the GoLogiq Purchase, regardless of whether such stockholder votes for or against the approval of the GoLogiq Purchase Proposal.

Expenses, Fees and Costs

Except as explicitly provided otherwise in the GoLogiq Agreement, whether or not the GoLogiq Purchase is consummated, all expenses (including those payable to Representatives as defined in the GoLogiq Agreement) incurred by any party or on its behalf in connection with the GoLogiq Agreement and the GoLogiq Purchase (“Expenses”) shall be paid by the Party incurring those Expenses. For avoidance of doubt, all Company expenses will either be paid, or transferred at Closing under a separation agreement, which the Company will enter into with NewCo.

Tax Treatment of the GoLogiq Agreement

Since the Legacy Company Stockholders will continue to own and hold their existing shares of the Common Stock following the closing of the GoLogiq Purchase, we anticipate that the GoLogiq Agreement generally will not result in U.S. federal income tax consequences to Recruiter.com stockholders.

However, tax matters are very complicated and the tax consequences to a particular Legacy Company Stockholder will depend on such stockholder’s circumstances. Accordingly, you should consult your tax advisor for a full understanding of the tax consequences of the GoLogiq Agreement to you, including the applicability and effect of federal, state, local and foreign income and other tax laws.

Material U.S. Federal Income Tax Consequences of the GoLogiq Purchase

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The following discussion is a general summary of the anticipated material U.S. federal income tax consequences of the GoLogiq Purchase. The following discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, currently applicable and proposed Treasury Regulations under the Code and published rulings and decisions, all as currently in effect as of the date of this proxy statement, and all of which are subject to change, possibly with retroactive effect. Tax consequences under state, local and non-U.S. laws, or federal laws other than those pertaining to income tax, are not addressed in this proxy statement. No rulings have been requested or received from the Internal Revenue Service (the “IRS”) as to the tax consequences of the GoLogiq Purchase and there is no intent to seek any such ruling. Accordingly, no assurance can be given that the IRS will not challenge the tax treatment of the GoLogiq Purchase discussed below or, if it does challenge the tax treatment, that it will not be successful.

The GoLogiq Purchase will be treated for U.S. federal income tax purposes as a tax-free exchange in accordance with Section 351 of the U.S. Internal Revenue Code of 1986, as amended.

In addition, in general, under Section 382 of the Code, a corporation that undergoes an “ownership change” is subject to annual limitations on its ability to use its pre-change net operating losses (NOLs) or other tax attributes to offset future taxable income or reduce taxes. Since the terms of the transaction are for an initial transfer of only 19.99% of the stock, a change of control would not occur until greater than 50% of the stock is transferred. The transaction calls for additional stock transfers contingent on certain revenue milestones being achieved. It is anticipated that the 50% threshold of stock ownership will be achieved within the time limits established under Section 382 and that the limitations under Section382 will then be enacted. At that time, the issuance of the Common Stock to the Seller and other changes in our stock ownership may result in an ownership change within the meaning of Section 382 of the Code; accordingly, our pre-Closing NOLs may be subject to limitation under Section 382. This may have a material adverse effect on our future operating results.

Nasdaq Stock Market Listing

The Common Stock is currently listed on The Nasdaq Capital Market under the symbol “RCRT.” The Company has agreed to use commercially reasonable efforts to obtain approval for listing on The Nasdaq Capital Market of the Common Stock that Seller will be entitled to receive pursuant to the GoLogiq Agreement.

In the event the Company is required, prior to Closing, to file an initial listing application with Nasdaq and such application is not approved by Nasdaq, the GoLogiq Purchase may not close unless the Company and the Seller mutually agreed to waive the closing condition regarding the continued listing of our common stock on the Nasdaq Capital Market following the Closing, which if waived, could mean that the Common Stock is delisted from the Nasdaq Capital Market at Closing.

Anticipated Accounting Treatment

The GoLogiq Agreement will be accounted for as a business combination using the acquisition method which requires all assets acquired and liabilities assumed to be recognized at fair value. Goodwill is recognized as the difference between the fair value of the consideration transferred and the net assets acquired. Upon the spin-off of the Company’s Legacy operations GoLogiq will comprise substantially all of the ongoing operations of the post-combination company. Assuming that the newly combined company meets certain milestones, the Company will transfer additional consideration to the GoLogiq equity holders which may result in a change in control of the Company in the future.

Management Following the Closing of the GoLogiq Purchase

Following the Closing, Granger Whitelaw will be the Company’s Chief Executive Officer. The other officers of the Company will remain in their respective positions unless and until determined otherwise by the Board. At the Closing, all existing Board members will stay in place and Granger Whitelaw and Peter Bordes, an appointee of GoLogiq, will join the Board. One individual named by GoLogiq shall be appointed to the Board to replace an existing Board member (other than individuals previously appointed by GoLogiq) following the date each issuance of shares of Common Stock is made following achievement of a Revenue milestone.

Biographical information for Messrs. Whitelaw and Bordes is included below under “Management Following the Closing of the GoLogiq Purchase—Executive Officers and Directors of the Company Following the Closing of the GoLogiq Purchase”.

Indemnification of Parties to the GoLogiq Agreement

The GoLogiq Agreement contain indemnification provisions pursuant to which each of the Company and the Seller agreed to indemnify and hold harmless the other party, from and against any and all losses incurred, suffered, or paid by, or asserted against, or resulting to any of such parties and which result from, arise out of or in connection with, are based upon or related to, or exist by reason of: (a) any inaccuracy in or breach of any of the other party’s representations or warranties or in any certificate delivered pursuant to the GoLogiq Agreement or (b) any breach of any covenant or agreement contained in the GoLogiq Agreement.

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However, no party has any liability for any indemnification for any individual loss (e.g., per event or circumstance) unless (i) the amount of such loss exceeds an amount equal to $100,000; and (b) the aggregate amount of all losses in connection therewith is less than $500,000.

The representations and warranties of each party contained the GoLogiq Agreement survive the Closing and expire and terminate on the date that is twelve (12) months after the Closing Date.

Limitations of Liability and Indemnification of the Company’s Officers and Directors

Pursuant to the GoLogiq Agreement, from the Closing Date through the sixth anniversary of the Closing Date, the Company shall indemnify any present or former director or officer of the Company against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements incurred in connection with any legal action arising out of or pertaining to the fact that the person us or was a director or officer of the Company, whether asserted or claimed prior to, at or at or after the Closing, in each case, to the fullest extent permitted under applicable law.

Material U.S. Federal Income Tax Consequences of the GoLogiq Purchase

The GoLogiq Purchase will be treated for U.S. federal income tax purposes as a tax-free exchange in accordance with Section 351 of the U.S. Internal Revenue Code of 1986, as amended.

This summary is not a complete description of all of the tax consequences of the GoLogiq Purchase that may be relevant to you. Stockholders should consult their own tax advisers for advice regarding the U.S. federal, state, local and other tax consequences if proceeds from the GoLogiq Purchase are distributed or paid to stockholders.

Meeting of Recruiter.com’s Stockholders

Recruiter.com is obligated under the GoLogiq Agreement to call, give notice of, convene and hold a meeting of its stockholders for the purposes of voting on the GoLogiq Agreement and the issuance of shares of Recruiter.com common stock pursuant to the GoLogiq Agreement. The Recruiter.com stockholders’ meeting will be held as promptly as practicable after the date that the definitive proxy statement is filed with the SEC and the SEC either does not comment on such proxy statement, or notifies Recruiter.com that it has no comments on such proxy statement (or any amendment thereto). If on the scheduled date of the Special Meeting, Recruiter.com has not obtained the requisite approval of its stockholders, Recruiter.com will have the right to adjourn or postpone the stockholder meeting to a later date or dates, such later date or dates not to exceed 30 days from the original date that the stockholder meeting was scheduled.

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Interests of Certain Persons in the GoLogiq Purchase

Since the GoLogiq transaction will not necessarily result in a change in control, none of Recruiter.com’s executive officers or Board members have a specific interest in the GoLogiq Purchase beyond their status as shareholders of Recruiter.com

THE GOLOGIQ AGREEMENT

General

On June 5, 2023, the Company entered into the GoLogiq Agreement with Seller, pursuant to which Seller agreed to sell, and the Company agreed to purchase all of the issued and outstanding SPV Membership Interests upon the terms and subject to the conditions of the GoLogiq Agreement. The GoLogiq Agreement was amended on August 29, 2023.

Structure

Upon the Closing, GoLogiq will become a wholly owned subsidiary of the Company and in exchange for the SPV Membership Interests, the Seller will receive certain number of issued and outstand shares of the Common Stock as consideration. The Company’s operating business, assets, and liabilities existing prior to the Closing Date are planned to be spun off into NewCo. Upon the completion of such spin-off, the Legacy Company Stockholders will hold securities in both the Company and NewCo.

Acquired Assets

Seller is the sole holder and owner of all of the issued and outstanding membership interests in GoLogiq, which has acquired the Seller’s CreateApp, PayLogiq (operating as AtozPay™), GoLogiq (operating as AtozGo™), and Radix™ businesses and related assets that comprise a suite of mobile commerce, e-wallet and mobile payment and big data analytics platforms. Under the GoLogiq Agreement, the Company is agreeing to purchase from the Seller all of the issued and outstanding SPV Membership Interest. Upon the Closing, GoLogiq will be a wholly-owned subsidiary of the Company.

Separation of Current Assets and Liabilities

At or following the Closing Date, the Company intends to sell, transfer and assign all or substantially all of its operating business, assets, and liabilities existing prior to the Closing Date (“Legacy Business”) to NewCo and pursuant to that certain separation agreement in the form and substance as may be reasonably agreeable to the Company, to be entered into by and between the Company and NewCo (the “Separation Agreement”), whereby, the Legacy Company Stockholders will receive interests in NewCo. The Seller shall not otherwise object to the sale, transfer and assignment of the Legacy Business to NewCo pursuant to the Separation Agreement.

Consideration for the GoLogiq Purchase

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Nasdaq Stock Market Listing

The Common Stock is currently listed on The Nasdaq Capital Market under the symbol “RCRT.” The Company has agreed to use commercially reasonable efforts to obtain approval for listing on The Nasdaq Capital Market of the Common Stock shares that Seller will be entitled to receive pursuant to the GoLogiq Agreement.

Directors of the Company Following the Closing

At Closing, our Board of Directors is expected to include:

Name*

Age

Position

Independent

Executive Officers

Granger Whitelaw

56

Chief Executive Officer and Director

Miles Jennings

45

President, Interim Chief Financial Officer and Director

Evan Sohn

55

Executive Chairman

Non-Employee Directors

Deborah Leff

57

Director

X

Timothy O’Rourke

56

Director

Wallace D. Ruiz

71

Director

X

Steve Pemberton

55

Director

X

Robert Heath

62

Director

X

Peter Bordes

60

Director

X

In the above table, ‘independent’ means meeting the independence requirements of the Securities and Exchange Commission, or SEC, and Nasdaq.

Biographical information for each of the officers of the Company and members of the Board of Directors of the Company following the Closing, are included below under “Management Following the Closing of the GoLogiq Purchase—Executive Officers and Directors of the Company Following the Closing of the GoLogiq Purchase”.

Effective Time and Closing

Representations and Warranties

The GoLogiq Agreement contains customary representations and warranties made by the Seller to the Company. Specifically, the representations and warranties of the Seller in the GoLogiq Agreement (many of which are qualified by concepts of knowledge, materiality and/or dollar thresholds and are further modified and limited by confidential disclosure schedules delivered by the Seller to the, as may or may not be specifically indicated in the text of the GoLogiq Agreement) relate to the following subject matters, among other things:

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·
Organization and Power. Each of the Seller, the SPV and their respective subsidiaries, if any, is duly organized, validly existing and in good standing under the Law of its jurisdiction of organization and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on with its business as now conducted.

·
Organization Documents. The Seller has made available to the Company true and complete copies of the articles or organization and operating agreement of the SPV and such organization documents are in full force and effect.

·
Governmental Authorization. The execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions pursuant to the GoLogiq Agreement) do not and will not require any consent, approval or other authorization of, or registration or filing with or notification to any Governmental Authority (as defined in the GoLogiq Agreement).

·
Corporate Authorization. The Seller has all necessary corporate power and authority to enter into this Agreement, and the consummation by the Seller of the transactions under the GoLogiq Agreement have been duly and validly authorized by all necessary corporate action on the part of the Seller. This Agreement constitutes a legal, valid and binding agreement of GoLogiq enforceable against GoLogiq in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles).

·
Non-Contravention. The execution, delivery and performance of the GoLogiq Agreement by Seller and the consummation of the transactions under the GoLogiq Agreement do not and will not contravene or conflict with, or result in any material violation or breach of, any provision of (i) the Seller’s organizational documents, (ii) GoLogiq’s organizational documents or (ii) the comparable organizational or governing documents of any of the Subsidiaries of GoLogiq, if any, (b) any Law applicable to Seller, GoLogiq or any of its Subsidiaries or by which any assets of GoLogiq are bound, (c) Company Material Contracts (as defined in the GoLogiq Agreement) or Company Real Property Leases (as defined in the GoLogiq Agreement) or (d) result in the creation of any Liens (other than Permitted Liens) upon any of the assets of GoLogiq.

·
Capitalization. As of the date of the GoLogiq Agreement, the SPV’s authorized membership interests consist solely of 100 membership interests and Seller is the sole holder and owner of all issued and outstanding SPV Membership Interests. Except for the foregoing, there are no other outstanding membership interests of the SPV, and there are no outstanding rights, agreement or commitment, or convertible securities convertible for, membership interests of the SPV.

·
Financial Statements. The audited balance sheet of Seller and its Subsidiaries, if any, as of December 31, 2022 and the related statements of operations, stockholders’ equity and cash flows fairly present, in all material respects, the financial condition and results of operations of Seller and its consolidated Subsidiaries, if any, and have been prepared in conformity with United States generally accepted accounting principles. There are no off-balance sheet arrangements to which Seller or any of its Subsidiaries, if any, is a party.

·
Undisclosed Liabilities. There are no liabilities or obligations of any kind, whether accrued, contingent, absolute, inchoate or otherwise of Seller or any of its Subsidiaries, if any, individually or in the aggregate, that are required to be recorded or reflected on a balance sheet prepared in accordance with GAAP, other than liabilities that are reflected or reserved against in the Seller’s financial statements, incurred in the ordinary course of business, permitted under the GoLogiq Agreement, or that which would not have a material adverse effece.

·
Litigation. There are no legal actions, claims, demands, arbitrations, hearings, charges, complaints, sanctions investigations, examinations, indictments, litigations, suits or other civil, criminal, administrative or investigative proceedings before a Governmental Authority pending or, to the Knowledge of GoLogiq, threatened against GoLogiq or any of its Subsidiaries, if any, or any of its or their assets; and there are no orders outstanding against GoLogiq or any of its Subsidiaries, if any, or any of its or their assets or properties.

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·
Material Contracts. Each material contract to which GoLogiq or any of its Subsidiaries, if any, is a party, is a valid and binding agreement of GoLogiq or its applicable Subsidiary, except where the failure to be valid and binding would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

·
Tax. With respect to GoLogiq or any of its Subsidiaries: (a) all income and other material Tax Returns required to be filed by or with respect to GoLogiq or any of its Subsidiaries have been timely filed (taking into account all applicable extensions), (b) all such Tax Returns are true, complete and correct in all material respects, (c) all Taxes due and payable have been fully paid, and (d) have complied in all material respects with all applicable Laws relating to Taxes.

·
Intellectual Property. Each of GoLogiq and its Subsidiaries owns, is licensed to use, pursuant to valid, enforceable and binding contracts, or otherwise has the right to use all Intellectual Property used, held for use or necessary for the operation of the business of GoLogiq and its Subsidiaries.

·
Company Assets; Real Property; Personal Property. (i) GoLogiq and its Subsidiaries have good and marketable title to, or have a valid and enforceable right to use or a valid and enforceable leasehold interest in, all real property (including all buildings, fixtures and other improvements thereto) used by the business of GoLogiq and its Subsidiaries (the “Company Real Property”) and (ii) the ownership of or leasehold interest in any Company Real Property is not subject to any Lien (except in all cases for Permitted Liens).

·
Compliance with Law. Each of GoLogiq and its Subsidiaries is in possession of all material franchises, grants, authorizations, licenses, easements, variances, exceptions, consents, certificates, approvals, waivers, notices, and other permits of any Governmental Authority necessary for each of GoLogiq and its Subsidiaries to own, lease and operate their respective properties and assets or to carry on their respective business as it is now being conducted. Each of GoLogiq and its Subsidiaries have been in compliance in all material respects with all laws applicable to GoLogiq and its Subsidiaries.

The GoLogiq Agreement also contains customary representations and warranties made by the Company to the Seller. Specifically, the representations and warranties of Recruiter.com in the GoLogiq Agreement (some of which are qualified by concepts of knowledge and/or materiality) relate to the following subject matters, among other things: (a) the Company is duly organized, validly existing and in good standing under the Law of its jurisdiction of organization and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as now conducted; (b) execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the GoLogiq Purchase do not and will not require any Governmental Authorizations; (c) The execution, delivery and performance of this Agreement by the Company and the consummation of the GoLogiq Purchase does not and will not contravene or conflict with, or result in any violation or breach of, any provision of the Company’s or its subsidiaries’ organizational documents, applicable laws, material contracts or results in the creation of liens; (d) as of the date of the GoLogiq Agreement, the Company’s authorized capital stock consists solely of (i) 100,000,000 shares of Common Stock (which amount was decreased to 6,666,667 of authorized shares of Common Stock following the Reverse Split), and (ii) 2,975,000 shares of preferred stock of the Company; (e) the Company has filed with or furnished to the SEC each report, statement, schedule, form, certification or other document (including exhibits and all other information incorporated therein) or filing required by applicable Law to be filed with or furnished to the SEC; (f) the Company’s audited consolidated financial statements and unaudited consolidated interim financial statements and its consolidated Subsidiaries included in the Company’s SEC Reports complied in all material respects with applicable accounting requirements and the rules and regulations of the SEC, were prepared in accordance with GAAP and fairly presented in all material respects the consolidated financial position of the Company; (g) there are no Liabilities of Buyer or any of its Subsidiaries, individually or in the aggregate, that are required to be recorded or reflected on a balance sheet prepared in accordance with GAAP other than those reflected or reserved against in the consolidated balance sheet of the Company, in the ordinary course of business, permitted under the GoLogiq Agreement or in the aggregate is not material to the Company and its subsidiaries; (h) there are no Legal Actions pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or any of their assets or properties, and no orders outstanding against the Company and its subsidiaries; (i) each material contract to which the Company or its subsidiary is a party is a valid and binding agreement of the Company or its applicable Subsidiary; (j) all income and other material Tax Returns required to be filed by or with respect to the Company and its Subsidiaries have been timely filed, all such Tax Returns are true, complete and correct in all material respects, and the Company and its subsidiaries have fully and timely paid all material Taxes; (k) each of the Company and its Subsidiaries owns, is licensed to use, pursuant to valid, enforceable and binding Contracts, or otherwise has the right to use all intellectual property used, held for use or necessary for the operation of the business of the Company and its Subsidiaries; (l) the Company and its Subsidiaries have good and marketable title to, or have a valid and enforceable right to use or a valid and enforceable leasehold interest in, all real property (including all buildings, fixtures and other improvements thereto) used by the business of the Company and its Subsidiaries; and (m) each of the Company and its Subsidiaries is in possession of all material permits necessary for each of the Company and its Subsidiaries to own, lease and operate their respective properties and assets or to carry on their respective business as it is now being conducted; (n) the Company and its Subsidiaries currently conduct, and have at all times since December 31, 2020, conducted their respective business in compliance in all material respects with all Laws applicable to their respective operations, activities or services and any Orders to which they are a party or are subject.

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Many of the representations and warranties contained in the GoLogiq Agreement are qualified by a materiality standard, including in some cases a “Company Material Adverse Effect” or “Buyer Material Adverse Effect”. Moreover, the representations and warranties contained in the GoLogiq Agreement are complicated and are not easily summarized. You are urged to carefully read the sections of the GoLogiq Agreement, which is attached hereto as Annex A, titled “Representations and Warranties of the Seller” and “Representations and Warranties of Buyer.”

The representations and warranties contained in the GoLogiq Agreement (as well as the covenants described herein and set forth in the GoLogiq Agreement) were made solely for purposes of the GoLogiq Agreement and solely for the benefit of the parties to the GoLogiq Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by references to the Company’s filings with the SEC and/or confidential disclosures, made for the purposes of allocating contractual risk among the parties to the agreements instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to stockholders. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the GoLogiq Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Company will provide additional disclosure in its public reports to the extent that it is aware of the existence of any material facts that are required to be disclosed under federal securities laws that might otherwise contradict the terms and information contained in the GoLogiq Agreement and will update such disclosures as required by federal securities laws.

Covenants and Agreements of the Seller

GoLogiq agreed not to, and not permit any of its Subsidiaries to, take any of the following actions, without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed:

(a) amend any of the Company Organizational Documents or any of the comparable organizational documents of any of the Company’s Subsidiaries (including partnership agreements and limited liability company agreements);

(b) make, declare or pay any dividend or distribution on any shares of its capital stock or enter into any agreement restricting or limiting the ability of the Company or any of its Subsidiaries to make any payment of dividends or to make any distributions to its stockholders, other than (i) dividends and distributions by wholly owned Subsidiaries of the Company in the ordinary course of business and (ii) such restrictions or limitations required by applicable Law;

(c) (i) adjust, split, combine or reclassify its capital stock or membership interest of the Company, (ii) redeem, purchase or otherwise acquire, directly or indirectly, any shares of its capital stock, equity interest, or any securities convertible or exchangeable into or exercisable for any shares of its capital stock or equity interest, (iii) any securities convertible or exchangeable into or exercisable for any shares of its capital stock or such equity interest (other than pursuant to the vesting, exercise or settlement of awards under any incentive plan of the Company, if any, outstanding as of the date of the GoLogiq Agreement) or (iv) enter into any Contract with respect to the voting or registration of its capital stock or equity interest;

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(d) assume or guarantee any indebtedness for borrowed money in excess of $1,000,000, other than: (i) pursuant to any indebtedness instrument outstanding as of the date of the GoLogiq Agreement and made available to the Company, (ii) in connection with interest rate hedges on terms in the ordinary course of business consistent with past practice, or (iii) pursuant to any letters of credit that the Company enters into in the ordinary course of its business;

(e) file any material amended Tax Return, settle any material Tax claim or assessment, surrender in writing any right to claim a material refund of Taxes, consent to (or request) any extensions or waiver of the limitation period applicable to any material Tax claim or assessment, enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local, or non-U.S. Law) or any voluntary disclosure agreement with any Governmental Authority, in each case, with respect to a material amount of Taxes or take any action, or knowingly fail to take any action, where such action or failure to act could reasonably be expected to prevent the GoLogiq Purchase from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations;

(f) materially change its accounting policies or procedures or any of its methods of reporting income, deductions or other items for material accounting purposes or revalue any of its material assets other than as required by changes in GAAP or applicable Law after the date set forth in the GoLogiq Agreement;

(g) sell, lease, license, transfer, pledge, encumber, grant or dispose of any Company Assets, including any Intellectual Property rights and the capital stock of Subsidiaries of the Company, that are material to the Company and its Subsidiaries, taken as a whole other than (i) in connection with products or services offered or provided in the ordinary course of business, (ii) the disposition of used, obsolete or excess equipment in the ordinary course of business or (iii) expirations of Company Registered IP in accordance with the applicable statutory term, grants of non-exclusive licenses of Company Owned Intellectual Property, or dispositions of non-material Company Owned Intellectual Property, in each case in the ordinary course of business;

(h) commence, initiate, waive, release, assign, settle or compromise any Legal Action, or enter into any settlement agreement or other understanding or agreement with any Governmental Authority (other than in the case of this clause, entry into commercial agreements not relating to a dispute with such Governmental Authority in the ordinary course of business), relating to the Company or any of its Subsidiaries, other than any such waiver, release, assignment, settlement or compromise with a Person that is not a Governmental Authority that is limited only to the payment of money or other form of value that, collectively in respect of such waiver, release, assignment, settlement or compromise, is not in excess of $2,000,000 individually or $5,000,000 in the aggregate;

(i) enter into or amend any arrangement or Contract with any Affiliate, director, officer or stockholder of the Company that would reasonably be expected to materially delay or prevent the consummation of the GoLogiq Purchase;

(j) take any action that would reasonably be expected to result in any of the conditions to the GoLogiq Purchase set forth in Article VI of the GoLogiq Agreement not being satisfied or satisfaction of those conditions being materially delayed; or

(k) agree in writing or otherwise enter into a binding agreement to do any of the foregoing.

Post-Closing Covenants

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Post-Closing Financial Statements

It is anticipated that the Company will be required under to submit audited consolidated financial statements relating to certain periods prior to Closing, including those covering the first two fiscal quarters of 2023 (“Post-Closing Financial Statements”). As such, Seller, from the Closing through the completion of the filings of the Post-Closing Financial Statement or such later date as the Parties may agree, Seller shall ensure (including to cause GoLogiq or its other Subsidiaries to permit, as applicable), that the Company and its Representatives access at reasonable times upon prior notice to (i) the officers, employees, properties, books and records of GoLogiq and its Subsidiaries, (ii) the officers, employees, books and records of the Company after the Closing, and (ii) furnish promptly such other information the Company or its Representatives may reasonably request in connection with the preparation and filing of the Post-Closing Financial Statements. Seller shall, and shall cause GoLogiq and its other Subsidiaries to reasonably cooperate with the Company and its Representatives in the preparation and filing of such Post-Closing Financial Statements. The costs and expenses related to the preparation and filing of the Post-Closing Financial Statements shall be for the account of, and chargeable to, NewCo.

Directors’ and Officers’ Indemnification and Insurance

From and after the Closing, (i) the Company shall fulfill and honor in all respects the obligations of GoLogiq to its Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under GoLogiq’s Organizational Documents and pursuant to any indemnification agreements between GoLogiq and such Indemnified Parties, with respect to claims arising out of matters occurring at or prior to the Closing and (ii) the Company shall fulfill and honor in all respects the obligations of the Company to its Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under the Company’s Organizational Documents and pursuant to any indemnification agreements between the Company and such Indemnified Parties, with respect to claims arising out of matters occurring at or prior to the Closing.

From and after the Closing, the Company shall maintain a directors’ and officers’ Liability insurance policy, with an effective date as of the Closing Date on commercially available terms and conditions and with coverage limits customary for U.S. public companies similarly situated to the Company. In addition, the Company shall also purchase and maintain, following consultation with, and subject to the approval of, and at the expense of, Seller, a non-cancellable extension of the directors’ and officers’ Liability coverage of the Company’s existing directors’ and officers’ insurance policies for a claims reporting or discovery period of at least one (1) year from and after the Closing with respect to any claim related to any period of time at or prior to the Closing with terms, conditions, retentions and limits of Liability that are no less favorable than the coverage provided under the Company’s existing policies as of the date of the GoLogiq Agreement with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of the Company or any of its Subsidiaries by reason of him or her serving in such capacity that existed or occurred at or prior to the Closing (including in connection with the GoLogiq Agreement or the GoLogiq Purchase).

From the Closing Date through the sixth anniversary of the Closing Date, the Company agreed to indemnify any present or former director or officer of the Company, or its Subsidiaries (the “Indemnified Parties”) against all claims, losses, Liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements (collectively, “Costs”), incurred in connection with any Legal Action arising out of or pertaining to the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries, whether asserted or claimed prior to, at or at or after the Closing, in each case, to the fullest extent permitted under applicable Law.

The provisions presently set forth in the certificate of incorporation and bylaws of the Company with respect to indemnification, advancement of Costs and exculpation of present and former directors and officers of the Company shall not be amended, modified or repealed for a period of six years from the Closing in a manner that would adversely affect the rights thereunder of individuals who, at or prior to the Closing, were officers or directors of the Company.

Indemnification

From and after the Closing, Seller and Buyer agreed to indemnify each other, their respective Affiliates, employees, agents, partners, representatives, successors and permitted assigns and hold them harmless against any Losses any such indemnified party may suffer or become subject to as a result of, or which arise out of, relate to, or are caused by (i) any inaccuracy in or breach of any respective representation or warranty set forth in the GoLogiq Agreement or in any certificate; or (ii) any breach of any respective covenant or agreement set forth in the GoLogiq Agreement.

Public Announcements

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Pursuant to the GoLogiq Agreement, Seller and Recruiter.com agreed not to make any press release or other public statement concerning the transaction contemplated by the applicable Agreement prior to consulting with each other, which consent shall not be unreasonably withheld, except to the extent required by applicable Law or Nasdaq rules, in which case that party shall use its reasonable best efforts to consult with the other party before issuing any such release or making any such public statement; provided, however, that such consent shall not be required, and no Party shall be required to consult with any other Party in connection with, or provide the other an opportunity to review or comment upon, any press release or other public statement or comment to be issued or made with respect to any Takeover Proposal.

Efforts to Obtain Nasdaq Approval; and Continued Listing

We are also required to use our reasonable best efforts to ensure that the existing shares of our Common Stock shall have been continually listed on Nasdaq as of and from the date of the GoLogiq Agreement through the Closing Date.

Seller and Recruiter.com shall reasonably cooperate in good faith cause the shares of Common Stock being issued in connection with the GoLogiq Purchase to be approved for listing (subject to notice of issuance) on Nasdaq at or after the Closing pursuant to Nasdaq rules and regulations.

Conditions to the Completion of the GoLogiq Purchase

Conditions to each Party’s obligation to consummate the transactions include the following:

(a) The GoLogiq Agreement shall have been duly adopted by the affirmative vote of holders of a majority of the outstanding shares of the Common Stock.

(b) The existing shares of Common Stock shall have been continually listed on Nasdaq as of and from the date of the GoLogiq Agreement through the Closing Date, and the shares of Common Stock to be issued under Article II of the GoLogiq Agreement shall have been approved for listing on Nasdaq.

(c) The Parties shall have received all approvals from any Governmental Authority necessary to consummate the transaction, including, but not limited to, the expiration or termination of the waiting period under the HSR Act.

(d) There shall not have been enacted, promulgated or made effective after the date of the GoLogiq Agreement any Law or Orders by a Governmental Authority of competent jurisdiction that enjoins or otherwise prohibits or makes illegal, or any Legal Action by any Governmental Authority seeking to enjoin or prohibit or make illegal, consummation of the GoLogiq Purchase and there shall not be in effect any injunction (whether temporary, preliminary or permanent) by any Governmental Authority of competent jurisdiction that enjoins or otherwise prohibits consummation of the GoLogiq Purchase.

The obligations of the Company are also subject to the satisfaction on or before the Closing Date of the following conditions, unless waived in writing by the Company:

(a) Representations and Warranties.

(i) each of the representations and warranties of the Seller under Section 3.06 and Section 3.10 of the GoLogiq Agreement shall be true and correct in all respects;

(ii) each of the representations and warranties of Seller under Section 3.01, Section 3.04, Section 3.06 (other than subsections (a) and (b) and (g) thereof), and Section 3.23 of the GoLogiq Agreement (A) that are not qualified by references to “material” or any other materiality qualifications shall be true and correct in all material respects as of the Closing as though made on such date (except to the extent any such representation and warranty expressly speaks as of a specified date, in which case as of such date) and (B) that are qualified by references to “material” or any other materiality qualifications shall be true and correct in all respects as of the Closing as though made on such date (except to the extent any such representation and warranty expressly speaks as of a specified date, in which case as of such date); and

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(iv) the remaining representations and warranties of GoLogiq and the Seller contained in the GoLogiq Agreement shall be true and correct.

(b) Performance of Obligations. GoLogiq and the Seller shall have performed in all material respects all obligations and covenants required to be performed by it under the GoLogiq Agreement at or before the Closing Date.

(c) Absence of GoLogiq Material Adverse Effect. No event, circumstance, development, change or effect shall (i) have occurred since the date of the GoLogiq Agreement that, individually or in the aggregate, has caused a material adverse effect on GoLogiq, or (ii) continue to occur that would reasonably be expected to cause, individually or in the aggregate, a material adverse effect on GoLogiq.

(d) Third Party Consent to Separation Agreement. The Company shall have received the requisite consents from applicable third parties, including without limitations, lenders or creditors of the Company, with respect to the Separation Agreement and the transactions contemplated therein. Such third-party consent shall remain in effect through, and shall not have been withdrawn by the applicable third party prior to, the Closing.

(e) Officer’s Certificate. The Company shall have received a certificate, signed by an executive officer of GoLogiq and the Seller, as applicable, certifying as to the matters set forth in Section 6.02(a), Section 6.02(b), Section 6.02(c) and Section 6.02(e) of the GoLogiq Agreement.

Closing Deliverables

At the Closing, the Company shall deliver to Seller the following:

(a) a certificate of the Secretary (or other officer) of the Company certifying: (i) that attached thereto are true and complete copies of all resolutions of the board of directors of the Company authorizing the execution, delivery, and performance of the GoLogiq Agreement, and the other agreements, instruments, and documents required to be delivered by in connection with the GoLogiq Agreement or at the Closing to which the Company is a party (collectively, the “Company Transaction Documents”) and the consummation of the transactions contemplated thereby and by the GoLogiq Agreement, and that such resolutions are in full force and effect; and (ii) the names, titles, and signatures of the officers of the Company authorized to sign the GoLogiq Agreement and the other Company Transaction Documents.

(b) the Consideration;

(c) all documents, instruments, agreements and certificates required pursuant to Section 6.01 and Section 6.03 of the GoLogiq Agreement; and

(d) all other documents, instruments and writings which are reasonably requested by Seller to be delivered by the Company at or prior to the Closing pursuant to the GoLogiq Agreement.

Termination of the GoLogiq Agreement

The GoLogiq Agreement is subject to termination prior to Closing under certain circumstances, and may be terminated:

(a) at any time prior to the Closing Date by the mutual consent of the parties;

(b) by the Company or the Seller if the GoLogiq Purchase has not been consummated by the date that is 180 days from the date of the GoLogiq Agreement (the “Termination Date”), except that the right to terminate this Agreement under this provision shall not be available to any Party whose breach of this Agreement has been a principal cause of, or principal reason for, the failure to consummate the GoLogiq Purchase by such date;

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(c) by the Company or the Seller if any Law or Order is enacted, issued, promulgated or entered by a Governmental Authority of competent jurisdiction (including Nasdaq) that permanently enjoins, or otherwise prohibits consummation of the GoLogiq Purchase, and (in the case of any Order) such Order has become final and non-appealable;

(d) by the Seller if the Buyer materially breaches any of its representations, warranties, covenants or agreements contained in the GoLogiq Agreement, and such breach has not been cured by the Buyer within the earlier of (i) 30 days after Buyer’s receipt of written notice of such breach from Seller, and (ii) three Business Days prior to the Termination Date;

(e) by the Seller if all of the conditions set forth in Section 6.01 and Section 6.02 of the GoLogiq Agreement have been satisfied and Buyer has failed to fulfill its obligation and agreement herein to consummate the Closing within three Business Days following written notice of such satisfaction from GoLogiq and that GoLogiq is ready, willing and able to consummate the GoLogiq Purchase;

(f) by the Seller if the Separation Agreement, in a form acceptable to GoLogiq in its sole discretion, is not executed at the Closing;

(g) by us if GoLogiq breaches any of its representations, warranties, covenants or agreements contained in the GoLogiq Agreement, which breach (i) would give rise to the failure of a condition set forth in Section 6.01 or Section 6.02 of the GoLogiq Agreement and (ii) cannot be cured by the Termination Date, or, if curable, has not been cured by GoLogiq within the earlier of (A) 30 days after GoLogiq’s receipt of written notice of such breach from Buyer and (B) three Business Days prior to the Termination Date; provided Buyer shall not have the right to terminate the GoLogiq Agreement pursuant to this provision if the Buyer is then in breach of any of its representations, warranties, covenants or agreements contained in the GoLogiq Agreement that would result in the conditions to Closing set forth in the GoLogiq Agreement not to be satisfied;

(h) by us if all of the conditions set forth in Section 6.01 and Section 6.03 of the GoLogiq Agreement have been satisfied and GoLogiq has failed to fulfill its obligation and agreement herein to consummate the Closing within three Business Days following written notice of such satisfaction from Buyer and that Buyer is ready, willing and able to consummate the GoLogiq Purchase.

If the GoLogiq Agreement is validly terminated pursuant to this “Termination of the GoLogiq Agreement”, it shall become void and of no further force and effect, with no Liability on the part of any party (or any stockholder or Representative of such party). The following provisions of the GoLogiq Agreement shall survive any valid termination of the GoLogiq Agreement: Section 5.03(b) (Confidentiality), Section 5.09 (Fees and Expenses), this Section 7.05 (Effect of Termination), and Article IX (Miscellaneous).

Third-Party Beneficiaries

Except (a) as provided in Section 5.06 of the GoLogiq Agreement, (b) for the provisions of Section 2.01, Section 2.02 and Section 2.03 of the GoLogiq Agreement (which, only from and after the Closing, shall be for the benefit of holders of Buyer Common Stock as of the Closing), the Seller and the Company agree that the GoLogiq Agreement is not intended to, and does not, confer upon any Person other than the Parties any rights or remedies set forth in the GoLogiq Agreement, including the right to rely upon the representations and warranties.

Governing Law

All matters arising out of or relating to the GoLogiq Agreement and the GoLogiq Purchase (including its interpretation, construction, performance and enforcement) shall be governed by and construed in accordance with the Law of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of Laws of any jurisdictions other than those of the State of Delaware.

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MANAGEMENT FOLLOWING THE CLOSING OF THE GOLOGIQ PURCHASE

Executive Officers and Directors of the Company Following the Closing of the GoLogiq Purchase

The following table lists the names and ages as of [ ], 2023 and positions of the individuals who are expected to serve as executive officers and directors of the Company upon completion of the GoLogiq Purchase:

Name

Age

Position(s)

Executive Officers

Granger Whitelaw

56

Chief Executive Officer and Director

Miles Jennings

45

President, Interim Chief Financial Officer and Director

Evan Sohn

55

Executive Chairman

Non-Employee Directors

Deborah Leff

57

Director

Timothy O’Rourke

56

Director

Wallace D. Ruiz

71

Director

Steve Pemberton

55

Director

Robert Heath

62

Director

Peter Bordes

60

Director

Executive Officers

Please see the below biographical information for those persons who are expected to serve as executive officers of the Company following the Closing:

Granger Whitelaw – Mr. Whitelaw was appointed as a director of GoLogiq effective March 15, 2022. Currently based in Vietnam, Mr. Whitelaw is a serial entrepreneur who has successfully built and advised many businesses in Media, Aviation, Racing, Entertainment, Software, Technology, Consumer Products, and Real Estate in the U.S and countries around the world. Mr. Whitelaw has raised over $3.4 Billion for independent projects over his career and completed many mergers, acquisitions, public offerings and private equity financings. Along with a strong background in Finance and Operations, Mr. Whitelaw’s core strengths are Strategy, Sales, Marketing, Mergers/Acquisitions, Governance and Corporate Development.

Miles Jennings – Mr. Jennings served as our Chief Operating Officer and President from 2020 through June 2023. In June 2023, Mr. Jennings again became Chief Executive Officer. Mr. Jennings founded our Company and served as the Chief Executive Officer of Recruiter.com, Inc. from 2015 until October 2017, and then as Chief Executive Officer of Truli Technologies, Inc. and its subsidiary, VocaWorks, Inc., from then until March 2019, when Truli Technologies merged with Recruiter.com, Inc. Mr. Jennings served as Chief Executive Officer of the merged company, Recruiter.com Group, Inc. through July 1, 2020, when he moved into the role of President and Chief Operating Officer. Mr. Jennings currently serves on our Board. Mr. Jennings has worked in the recruiting and online recruiting industry since 2003 at employers including Modis, an Adecco division, and Indeed.com. He is a graduate of Trinity College in Hartford, CT with a degree in philosophy.

Evan Sohn – Mr. Sohn served as our Chief Executive Officer from July 2020 through June 2023 when he became our Executive Chairman. He had served as Chairman since April 2019. He served as Vice President of Sales at Veea Inc., a company offering a platform-as-a-service (PaaS) platform for computing, mobile payment, point of sale, and retail solutions, from April 2018 until June 2020 Prior to joining Veea Inc., from September 2015 to April 2018, Mr. Sohn served as the Vice President of Sales at Poynt Inc., a company developing and marketing Poynt, a platform for next generation payments. Prior to that, from April 2012 to September 2015, Mr. Sohn was the Vice President of Sales at VeriFone, Inc., a company designing, marketing, and servicing electronic payment systems. Mr. Sohn is also the co-founder and Vice President of the Sohn Conference Foundation, a non-for-profit dedicated to the treatment and cure of pediatric cancer and related childhood diseases. He is a graduate of the NYU Stern School of Business with a degree in computer information systems and management.

Directors

Please see the below biographical information for those persons who are expected to serve as non-executive directors of the Company following the Closing:

Timothy O’Rourke – Mr. O’Rourke has served on the Board since March 2019. Mr. O’Rourke was designated by Genesys pursuant to the terms of the Genesys Purchase. Mr. O’Rourke has served as the Managing Director of Icon Information Consultants, LP, a provider of human capital solutions, consulting, payroll and professional services, and a shareholder of Genesys, since February 2001. Mr. O’Rourke brings to the Board his experience and expertise in HR and recruitment solutions for employers. He is a graduate of the University of Houston with a degree in electrical engineering.

Wallace D. Ruiz – Mr. Ruiz has served on the Board since May 2018. Mr. Ruiz has served as the Chief Financial Officer of Inuvo, Inc. (NYSE: INUV), an advertising technology company based in Little Rock, AR since June 2010. Mr. Ruiz was selected for appointment to the Board for his experience with public companies as well as his accounting skills. Mr. Ruiz is a Certified Public Accountant in the State of New York. He is a graduate of St. John’s University with a degree in computer science and Columbia University with a MBA in finance and accounting.

Deborah S. Leff – Ms. Leff has served on the Board since August 2020. Ms. Leff has served as a Global Leader at IBM since October 2012 and most recently held the position of Global Industry CTO for Data Science and AI. Ms. Leff was selected for appointment to the Board for her experience with successfully implementing artificial intelligence and machine learning projects to drive strategic outcomes. Ms. Leff has worked with senior leaders of Fortune 1000 companies to gain critical insights from data to drive customer experience and optimize business operations. In addition, Ms. Leff has built and run global sales teams and brings experience and expertise in sales management and sales execution. Ms. Leff is also the Founder of Girls Who Solve, a STEM education program for high school girls that focuses on how data science and technology can be used to solve a range of challenges in both for-profit and nonprofit organizations.

Steve Pemberton – Mr. Pemberton has served on the Board since March 2021. Mr. Pemberton has served as chief human resources officer of Workhuman, a provider of cloud-based human capital management solutions since December 2017. In such capacity, Mr. Pemberton works with HR leaders and senior management executives worldwide to help build inspiring workplaces where every employee feels recognized, respected, and appreciated for who they are and what they do. He champions and promotes the Workhuman movement to inspire HR leaders to embrace more humanity and foster a sense of purpose in the workplace. Prior to joining Workhuman, Mr. Pemberton served as VP Diversity and Inclusion, Chief Diversity Officer at Walgreens Boots Alliance (and as Chief Diversity Officer at its predecessor Walgreens) from 2011 to 2017 and as VP, Chief Diversity Officer at Monster.com from 2005 to 2010. In 2015, Mr. Pemberton was appointed by United States Secretary of Labor Thomas Perez to serve on the Advisory Committee for the Competitive Integrated Employment of People with Disabilities. Mr. Pemberton earned his undergraduate and graduate degrees at Boston College and serves on several nonprofit boards, including UCAN and Disability:IN, in addition to his own A Chance in the World Foundation, the non-profit he founded to help young people aging out of the foster care system.

Robert Heath – Mr. Heath has served on the Board since March 2021. Mr. Heath is Executive Vice President at RPX Corporation, a provider of patent risk management solutions. Mr. Heath joined RPX in 2011 and served as the company’s Chief Financial Officer, from 2015 to May 2017. During his tenure at RPX, Mr. Heath has been the principal architect of some of the industry’s largest syndicated licensing transactions. Before coming to RPX, he served as Head of Strategy and Acquisitions for Technicolor, a leading supplier of technology and services to media companies, where he oversaw an acquisition and divestiture program that refocused the company from consumer electronics to services and technology licensing. Prior to Technicolor, Mr. Heath served as Chief Operating Officer and Chief Financial Officer at iBahn, an Internet service provider to the hospitality industry. Earlier in his career, Mr. Heath worked as an investment banker, focusing on technology and growth companies at Kidder Peabody, SG Warburg and Robertson Stephens. Mr. Heath received his A.B. from Harvard University and his M.B.A. from the University of Chicago Booth School of Business.

Peter Bordes – Mr. Bordes was appointed as a director of GoLogiq effective February 6, 2023. Mr. Bordes has been an independent director of Beasley Broadcast Group, Inc. (NASDQ: BBGI), since November 2016. BBGI owns 61 radio properties and reaches more than 20 million consumers on a weekly basis. Mr. Bordes was one of the owners of Greater Media, Inc., where he served as a member of its board of directors from 2008 until October 2016. Mr. Bordes is a founder of Trajectory Ventures and Trajectory Capital Partners, a venture capital company investing in disruptive innovation driving global digital transformation, and has served as a Managing Partner since March 2012. Since February 2021, Mr. Bordes has served as the Executive Chairman and Chief Executive Officer of Trajectory Alpha Acquisition Corp. (NYSE:TCOA), a special purpose acquisition company, or blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or companies. Since March 2021, he has served on the board of directors of Alfi (NASDAQ: ALF) and acted as interim CEO from October 2021 until July 2022. Since May 2019, Mr. Bordes has been a member of the board of directors of Kubient (NASDAQ: KBNT) and served as the company’s Chief Executive Officer from May 15, 2019 until October 31, 2020. From November 2018 to June 2019, Mr. Bordes served as the Chairman and Co-Founder of MainBloq, a cloud-based modular platform for trading digital currencies and investing in digital assets. From January 2017 to June 2019, Mr. Bordes served as the Co-Founder and Director of TruVest, a sustainable affordable housing, real estate investment, development and technology company. From January 2011 to June 2019, Mr. Bordes served as Chairman and Chief Executive Officer of OneQube, Inc., a digital audience management platform. From June 2004 to August 2011, Mr. Bordes was a Co-Founder and Chief Executive Officer of MediaTrust, a real-time performance marketing advertising exchange for direct response marketing. Mr. Bordes’ current board services include New England College, Fraud.net, Hoo.be, MediaJel, Alfi, Fernhill Corp and Ocearch. Mr. Bordes holds a Bachelor of Arts from New England College.

Committees of the Board of Directors

Board Committees

The Board currently has the following standing committees: the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee (the “Nominating Committee”).

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The following table identifies the independent and non-independent Board and committee members following the Closing :

Name

Audit(1)

Compensation(2)

Nominating(3)

Independent

Evan Sohn

Miles Jennings

Granger Whitelaw

Deborah Leff

X

Chairwoman

Chairwoman

X

Timothy O’Rourke

Wallace D. Ruiz

Chairman

X

X

X

Robert Heath

X

X

X

Steve Pemberton

X

X

Peter Bordes

X

Board and Committee Meetings

During the year ended December 31, 2022, the Board had four meetings, the Audit Committee had four meetings, the Compensation Committee had five meetings, and the Nominating Committee had one meeting.

There were no directors (who were incumbent at the time), who attended fewer than 75 percent of the aggregate total number of Board meetings and meetings of the Board committees of which the director was a member during the applicable period.

Audit Committee

Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The Audit Committee reviews our financial reporting process on behalf of the Board and administers our engagement of the independent registered public accounting firm. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of its examinations, the evaluations of our internal controls, and the overall quality of our financial reporting.

Audit Committee Financial Expert

Our Board has determined that Mr. Ruiz is qualified as an Audit Committee Financial Expert, as that term is defined under the rules of the SEC and in compliance with the Sarbanes-Oxley Act.

Compensation Committee

The function of the Compensation Committee is to determine the compensation of our executive officers. The Compensation Committee has the power to set performance targets for determining annual bonuses payable to executive officers and may review and make recommendations with respect to stockholder proposals related to compensation matters.

Nominating Committee

The responsibilities of the Nominating Committee include the identification of individuals qualified to become Board members, the selection of nominees to stand for election as directors, the oversight of the selection and composition of committees of the Board, establishing procedures for the nomination process, oversight of possible conflicts of interests involving the Board and its members, developing corporate governance principles, and the oversight of the evaluations of the Board and management. The Nominating Committee has not established a policy with regard to the consideration of any candidates recommended by stockholders. If we receive any stockholder recommended nominations, the Nominating Committee will carefully review the recommendation(s) and consider such recommendation(s) in good faith.

Family Relationships

There are no family relationships among our directors and/or executive officers.

Board Diversity

While we do not have a formal policy on diversity, our Board considers diversity to include the skill set, background, reputation, type and length of business experience of our Board members as well as a particular nominee’s contributions to that mix. Our Board believes that diversity promotes a variety of ideas, judgments and considerations to the benefit of our Company and stockholders. Although there are many other factors, the Board primarily focuses on public company board experience, knowledge of the recruiting industry, or background in finance or technology, and experience operating growing businesses.

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Board Leadership Structure

Our Board has not adopted a formal policy regarding the separation of the offices of Chief Executive Officer and Chairman of the Board. Rather, the Board believes that different leadership structures may be appropriate for our Company at different times and under different circumstances, and it prefers flexibility in making this decision based on its evaluation of the relevant facts at any given time.

Board Role in Risk Oversight

Our Board bears responsibility for overseeing our risk management function. Our management keeps the Board apprised of material risks and provides to directors access to all information necessary for them to understand and evaluate the effect of these risks, individually or in the aggregate, on our business, and how management addresses them. Our Executive Chairman works closely together with the Board once material risks are identified on how to best address such risks. If the identified risks present an actual or potential conflict with management, our independent directors may conduct the assessment.

Code of Ethics

Our Board has adopted a Code of Ethics that applies to all of our employees, including our Executive Chairman, Chief Executive Officer, Chief Financial Officer and to our directors. The Code of Ethics provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, full, fair, accurate, timely and understandable disclosure and compliance with laws, rules and regulations, including insider trading, corporate opportunities and whistleblowing or the prompt reporting of illegal or unethical behavior. We will provide a copy of our Code of Ethics, without charge, upon request in writing to Recruiter.com Group, Inc. at 500 Seventh Avenue, New York, New York, 10018, Attention: Corporate Secretary.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our Common Stock as of the Record Date.

●

each of our directors and named executive officers; and

●

each person known to us to beneficially own more than 5% of our Common Stock on an as-converted basis.

The calculations in the table below are based on [1,408,366] shares of Common Stock issued and outstanding as of the Record Date.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.

Unless otherwise indicated, the address for each beneficial owner listed in the table below is c/o Recruiter.com Group, Inc., 500 Seventh Ave., New York, New York 10018.

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Name of Beneficial Owner (1)

No. of Shares Beneficially Owned

% of Class

Evan Sohn (2)

60,077

4 %

Miles Jennings (3)

80,241

Judy Krandel (4)

26,696

2 %

Deborah Leff (5)

5,522

*

Tim O’Rourke (6)

25,394

2 %

0

Wallace Ruiz (7)

6,304

*

Steve Pemberton (8)

5,111

*

Robert Heath (9)

6,178

*

0

All executive officers and directors as a group (8 persons) (10)

240,849

17 %

0

5% Stockholders

0

0

0

Michael Woloshin (11)

99,071

7 %

(1)

This does not include information regarding the sole holder of Series E Preferred Stock as a separate class. The holder of Series E Preferred Stock votes together with the holders of Common Stock on all matters on an as converted basis, subject to the 9.99% beneficial ownership limitation, as applicable.

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(2)

Evan Sohn is the Executive Chairman. Includes 29,210 and 1,847shares of our Common Stock issuable upon exercise of stock options and vesting of restricted stock units respectively that are vested or vesting within 60 days from the Record Date.

(3)

Miles Jennings is the President and Chief Operating Officer. Includes 12,195shares issuable upon exercise of stock options that are vested or vesting within 60 days from the Record Date.

(4)

Includes 24,695 shares of Common Stock issuable upon exercise of stock options that are vested or vesting within 60 days from the Record Date.

(5)

Includes 5,389 shares of Common Stock issuable upon exercise of stock options that are vested or vesting within 60 days from the Record Date.

(6)

Includes (i) 20,122 shares of our Common Stock beneficially owned by Icon Information Consultants, LP, of which Mr. O’Rourke is the Managing Director, and (ii) 5,271shares of our Common Stock issuable upon exercise of stock options that have vested or vesting within 60 days from the Record Date. Mr. O’Rourke disclaims beneficial ownership of the shares beneficially owned by Icon Information Consultants, LP, except to the extent of his pecuniary interest therein.

(7)

Includes 5,271 shares of our Common Stock issuable upon exercise of stock options that have vested or vesting within 60 days from the Record Date and 266shares of our Common Stock issuable upon exercise of our common stock purchase warrants.

(8)

Includes 5,111shares of Common Stock issuable upon exercise of stock options that are vested or vesting within 60 days from the Record Date.

(9)

Includes 5,644 shares of our Common Stock issuable upon exercise of stock options that have vested or vesting within 60 days from the Record Date and 533 shares of our Common Stock issuable upon exercise of our common stock purchase warrants.

(10)

Includes 82,643 and shares of our Common Stock issuable upon exercise of stock options and vesting of restricted stock units, respectively, that have vested or vesting within 60 days from the Record Date, and 800 shares of our Common Stock issuable upon exercise of common stock purchase warrants.

(11)

Based on information provided by Mr. Woloshin. Includes (i) 5,088shares of Common Stock beneficially owned by Cicero Consulting roup LLC, which Mr. Woloshin controls together with Mr. Joseph W. Abrams, and (ii) 316shares of Common Stock owned by Caesar Capital Group LLC with respect to which Mr. Woloshin has the shared voting and dispositive power with respect to the shares discussed in (i) of this footnote, and the sole voting and dispositive power with respect to the shares discussed in (ii) of this footnote. Address is 1858 Pleasantville Road Suite 110, Briarcliff Manor NY 10510.

Securities Authorized for Issuance under Equity Compensation Plans

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The following table sets forth information as of December 31, 2022 with respect to our compensation plans under which equity securities may be issued.

Plan Category

Number of Securities

to be Issued

upon Exercise

of

Outstanding

Options,

Warrants

and Rights

Weighted-

Average

Exercise

Price of

Outstanding

Options,

Warrants

and Rights

Number of

Securities

Remaining

Available for

Future Issuance

under Equity

Compensation

Plans

(Excluding

Securities

Reflected in

Column (a))

(a)

(b)

(c)

Equity compensation plans approved by security holders:

2017 Equity Incentive Plan (1)

52,860

70.8

8,233

2021 Equity Incentive Plan (1)

151,904

40.5

61,318

Equity compensation plans not approved by security holders

Total

204,764

48.3

69,551

(1)

The weighted average exercise price relates to the options only. RSUs were excluded as they have no exercise price.

PRINCIPAL STOCKHOLDERS OF THE COMPANY FOLLOWING THE CLOSING OF THE GOLOGIQ PURCHASE

The following table and the related notes present information on the beneficial ownership of shares of the Company following the closing of the GoLogiq Purchase by:

·

each prospective director of the Company following the closing of the GoLogiq Purchase (other than the additional directors to be designated);

·

each prospective executive officer of the Company following the closing of the GoLogiq Purchase;

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·

all of the prospective directors of the Company following the closing of the GoLogiq Purchase (other than the additional directors to be designated) and prospective executive officers as a group; and

·

each stockholder known by us to beneficially own more than five percent of the Company’s common stock shares following the closing of the GoLogiq Purchase.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. The number of shares owned, total shares beneficially owned and the percentage of common stock beneficially owned assumes, in each case, the consummation of the GoLogiq Purchase, for a total of [1,645,476] shares of Common Stock to be outstanding immediately following the consummation of the GoLogiq Purchase, including a total of [237,110] shares of common stock issuable to the Seller pursuant to the terms of the GoLogiq Agreement.

This table is based on information supplied by each prospective director, officer and principal stockholder of the Company’s common stock shares following the closing of the GoLogiq Purchase. Except as indicated in footnotes to this table, the Company believes that the stockholders named in this table have or will have (following the closing of the GoLogiq Purchase) sole voting and investment power with respect to all shares of Recruiter.com common stock shown to be beneficially owned by them, based on information provided by such stockholders. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership. Unless otherwise identified, the address of our directors, director nominees and officers is c/o Recruiter.com Group, Inc., 500 Seventh Ave., New York, New York 10018.

Title of Class

Name of Beneficial Owner

Position with Company

Beneficial

Ownership

Percent of

Shares Beneficially

Owned

Common

Granger Whitelaw

Chief Executive Officer and Director

*

Common

Miles Jennings

President, Interim Chief Financial Officer and Director

80,241

5.6 %

Common

Evan Sohn

Executive Chairman

60,677

4.2 %

Common

Deborah Leff

Director

*

Common

Timothy O’Rourke

Director

*

Common

Wallace D. Ruiz

Director

*

Common

Steve Pemberton

Director

*

Common

Robert Heath

Director

*

Common

Peter Bordes

Director

*

Common

Directors and executive officersas a group (9 persons)

182,523

12.3 %

Greater than 5% Stockholders

Common

GoLogiq, Inc.

237,110

16.66 %

*Less than 1%

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FINANCIAL INFORMATION RELATED TO THE GOLOGIQ PURCHASE

Financial Statements of the Company

The audited historical financial statements of the Company and its subsidiaries for the years ended December 31, 2022 and December 31, 2021 are contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, and are incorporated by reference into this proxy statement. The unaudited historical financial statements of the Company and its subsidiaries for the six months ended June 30, 2023 and 2022 are contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, and are incorporated by reference into this proxy statement. See “Where You Can Find More Information; Incorporation of Information by Reference”, below.

A representative of Salberg & Company, P.A., our independent registered public accounting firm, will not be attending the Special Meeting.

Financial Statements of GoLogiq

The audited historical financial statements of GoLogiq and its subsidiaries for the years ended December 31, 2022 and December 31, 2021 and the unaudited historical financial statements of GoLogiq and its subsidiaries for the six months ended June 30, 2023 and 2022 are included herein. See “Index to Financial Statements of GoLogiq, Inc.”, below.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of GoLogiq, Inc.

You should read the following discussion and analysis of GoLogiq’s financial condition and operating results together with the audited financial statements and related notes included elsewhere in this proxy statements.

This discussion and analysis contains forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Future results may differ materially from those anticipated in these forward-looking statements as a result of various factors.

Results of Operations

Comparison of the years ended December 31, 2022 and 2021

Revenue

During the year ended December 31, 2022, GoLogiq generated $5,454,119 of revenue from its CreateApp platform, compared to $nil for the year ended December 31, 2021.

Cost of Service Revenue

During the year ended December 31, 2022, GoLogiq incurred $3,382,954 from CreateApp platform operations, compared to $nil for the year ended December 31, 2021.

Gross margin

During the year ended December 31, 2022, GoLogiq generated gross margin of $2,071,165 from its CreateApp platform, compared to $nil for the year ended December 31, 2021.

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Operating Expenses

During the year ended December 31, 2022, GoLogiq incurred total operating expenses, including general and administrative, sales and marketing, research and development, professional fees and impairment loss of $26,325,487, compared to $27,800 during the year ended December 31, 2021. An impairment loss of $19,700,000 arose as a result of revaluation of CreateApp platform.

In connection with the CreateApp acquisition in January 2022, during the year ended December 31, 2022, operating expenses incurred by Logiq Inc of $3,427,173 were shared to GoLogiq on the basis of the “Separation Agreement” of CreateApp on a going forward basis and impairment loss $19,700,000 for the CreateApp platform which was revalued to US$11,800,000 on February 28, 2023. Additionally, the period over period increase was partially due to stock based compensation of $1,954,962 and $nil for the year ended December 31, 2022 and 2021, respectively.

Net Loss

GoLogiq's net loss for the year ended December 31, 2022 was ($24,254,322), compared to net loss of ($27,800) during the year ended December 31, 2021.

Comparison of the six months ended June 30, 2023 and 2022

Revenue

During the six months ended June 30, 2023, GoLogiq generated $74,489 from its CreateApp platform, compared to $4,942,392 for the six months ended June 30, 2022. Revenues have reduced significantly as a result of strategic shift to targeting end users in FY2023 as compared to wholesale bulk distributors in FY2022.

Service revenues

During the six months ended June 30, 2023, GoLogiq incurred $40,131 from CreateApp platform operations, compared to $3,108,413 during the six months ended June 30, 2022.

Gross margin

During the six months ended June 30, 2023, GoLogiq generated gross margin of $34,358 from its CreateApp platform, compared to $1,833,979 during the six months ended June 30, 2022.

Operating Expenses

Operating expenses were $4,341,410 and $3,871,419 for the six months ended June 30, 2023 and 2022, respectively.

The increase is mainly due to stock compensation of $4,121,618 and $936,250 for the six months ended June 30, 2023 and 2022, respectively.

Net Loss

GoLogiq’s net loss for the six months ended June 30, 2023 was ($4,307,052) compared to net loss of ($2,037,440) during the six months ended June 30, 2022, which increased due to stock compensation of $4,121,618.

Liquidity and Capital Resources

During the six months ended June 30, 2023, GoLogiq’s primary sources of capital came from (i) cash flows from its operations, predominantly from providing services under the CreateApp platform, and (ii) GoLogiq’s acquisition of the CreateApp working capital balance as of December 31, 2022.

As of June 30, 2023, GoLogiq’s total assets were $11,802,885, compared to $11,835,254 in total assets as of December 31, 2022.

Stockholders’ funds were $10,195,193 as of June 30, 2023, compared to stockholders’ deficit of $9,725,726 as of December 31, 2022.

On July 26, 2022, GoLogiq sold and issued an aggregate of 2,000,000 shares of its newly created Series A Preferred stock to certain members of its management for an aggregate purchase price of $20,000 ($0.01 per share).

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Cash Used in Operating Activities

Operating activities used $343,006 in operations for the six months ended June 30, 2023, as compared to ($1,344,931) in for the six months ended June 30, 2022. This increase is attributable to net loss from operations of ($4,307,052).

Financing Activities

During the six months ended June 30, 2023, financing activities net cash used in ($375,375) compared to net cash provided $598,729 for the six months ended June 30, 2022

Investing Activities

Investing activities provided $nil in cash for the six months ended June 30, 2023, as compared to $746,202 for the six months ended June 30, 2022. This decrease is a result of the platform of CreateApp had been completed spin off in Q1 2023.

Unaudited Pro Forma Combined Financial Statement of Recruiter and GoLogiq

The unaudited pro forma condensed combined balance sheet as of June 30, 2023 is presented as if the proposed acquisition had occurred as of June 30, 2023. The unaudited pro forma combined financial statements of Recruiter.com Group, Inc. (“Recruiter”) and GoLogiq, Inc. (“GoLogiq”) have been adjusted to reflect certain reclassifications in order to conform GoLogiq’s historical financial statement presentation to Recruiter’s financial statement presentation for the combined company.

The unaudited pro forma combined condensed financial statements give effect to the acquisition under the acquisition method of accounting in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations, which we refer to as ASC 805, with the Company as the accounting acquirer. The condensed combined financial statements also give effect to the spin off of the Company’s legacy business.

The value of the consideration was determined based on the closing price per share of Recruiter common stock on the assumed closing date. The preliminary pro forma adjustments have been made solely for the purpose of presenting the unaudited pro forma combined financial statements.

Assumptions and estimates underlying the unaudited adjustments to the pro forma combined financial statements are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma combined financial statements. The historical consolidated financial statements have been adjusted in the unaudited pro forma combined condensed consolidated financial statements to give effect to pro forma events that are: (1) directly attributable to the acquisition; (2) factually supportable; and (3) with respect to the unaudited pro forma combined statements of operations, expected to have a continuing impact on the combined results of Recruiter and GoLogiq following the acquisition.

In connection with the plan to spin-off of assets of Recruiter, Recruiter anticipates that non-recurring charges, such as costs associated with legal, accounting, and other costs related to closing the transaction, will be incurred. Recruiter is not able to determine the timing, nature and amount of these charges as of the date of this document. However, these charges could affect the combined results of operations of Recruiter and GoLogiq, as well as those of the combined company following the acquisition, in the period in which they are recognized The unaudited pro forma condensed consolidated financial statements do not include the effects of the costs associated with any restructuring or integration activities resulting from the transaction, as they are non-recurring in nature and not factually supportable at the time that the unaudited pro forma combined condensed consolidated financial statements were prepared.

The pro forma information presented is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisitions had been completed on the dates indicated, nor is it indicative of future operating results or financial position. The pro forma adjustments represent Recruiter’s management’s best estimate and are based upon currently available information and certain assumptions that Recruiter believes are reasonable under the circumstances. Refer to the footnote to the unaudited pro forma combined financial information for more information on the basis of preparation.

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Recruiter and GoLogiq

Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2023

RCRT

GOLQ

Adjustments

Pro forma

ASSETS

Current Assets

Cash and cash equivalents

442,456

2,885

(442,456 )

2,885

other current assets

1,664,480

(1,664,480 )

-

Total current assets

2,106,936

2,885

(2,106,936 )

2,885

Intangible assets, net

1,945,264

8,968,000

6,384,799

17,298,063

Goodwill

7,101,084

2,832,000

(2,865,731 )

7,067,353

Property and equipment

48,825

(48,825 )

-

TOTAL ASSETS

11,202,109

11,802,885

1,363,307

24,368,301

LIABILITIES AND STOCKHOLDER’S EQUITY

Current Liabilities

Accounts payable and accrued liabilities

9,342,147

1,123,771

(9,342,147 )

1,123,771

Due to a related party

483,921

-

483,921

Total Liabilities

9,342,147

1,607,692

(9,342,147 )

1,607,692

Contingent consideration

21,893,972

21,893,972

Stockholder’s Equity

Preferred stock, Series D, $0.0001 par value; 2,000,000 shares authorized; 0 shares issued and outstanding as of June 30, 2023

Preferred stock, Series E, $0.0001 par value; 775,000 shares authorized; 86,000 shares issued and outstanding as of June 30, 202

9

-

9

Common stock, $0.0001 par value; 100,000,000 shares authorized; 1,186,143 and 1,423,253 shares issued and outstanding actual and pro forma, respectively.

119

23

142

Additional paid-in capital

75,915,060

10,195,193

(4,087,457 )

82,022,796

Share subscriptions receivable

Accumulated deficit

(74,055,226 )

(7,101,084 )

(81,156,310 )

Total Stockholder’s Equity

1,859,962

10,195,193

(11,188,518 )

866,637

TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY

11,202,109

11,802,885

1,363,307

24,368,301

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Recruiter and GoLogiq

Unaudited Pro Forma Condensed Combined Statements of Operations

For the six months ended June 30, 2023

RCRT

GOLQ

Adjustments

Pro forma

Service Revenue

$ 5,333,868

74,489

(5,333,868 )

$ 74,489

Cost of Service

4,159,586

40,131

(4,159,586 )

40,131

Gross Profit

1,174,282

34,358

(1,174,282 )

34,358

Operating Expenses

General and administrative

4,916,730

4,271,910

(3,186,924 )

6,001,717

Sales and marketing

Impairment loss

Research and development

69,500

69,500

Total Operating Expenses

4,916,730

4,341,410

(3,186,924 )

6,071,217

(Loss) from Operations

(3,742,448 )

(4,307,052 )

2,012,642

(6,036,859 )

Other income (expense) net

(533,594 )

533,594

-

Net (Loss) and Comprehensive (Loss)

$ (4,276,042 )

(4,307,052 )

2,546,236

$ (6,036,859 )

Basic and Diluted Net (Loss) per Common Share

$ (4.07 )

Weighted Average Shares Outstanding

1,482,679

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Recruiter and GoLogiq

Unaudited Pro Forma Condensed Combined Statement of Operations

For the year ended December 31, 2022

RCRT

GOLQ

Adjustments

Pro forma

Service Revenue

$ 25,372,274

5,454,119

(25,372,274 )

$ 5,454,119

Cost of Service

16,624,690

3,382,954

(16,624,690 )

3,382,954

Gross Profit

8,747,584

2,071,165

(8,747,584 )

Operating Expenses

General and administrative

18,975,147

3,503,764

(15,515,534 )

6,963,377

Sales and marketing

725,687

5,000

(725,687 )

5,000

Impairment loss

4,420,539

19,700,000

2,680,545

26,801,084

Research and development

1,358,675

3,116,723

(1,358,675 )

3,116,723

Total Operating Expenses

25,480,048

26,325,487

(14,919,351 )

36,886,184

(Loss) from Operations

(16,732,464 )

(24,254,322 )

6,171,767

(36,886,184 )

Other income (expense) net

257,776

-

257,776

Net (Loss) and Comprehensive (Loss)

$ (16,474,688 )

(24,254,322 )

6,171,767

$ (36,628,408 )

Deemed dividend

(1,921,213 )

(1,921,213 )

Net loss attributable to common stockholders

(18,395,901 )

(24,254,322 )

6,171,767

(38,549,621 )

Basic and Diluted Net (Loss) per Common Share

(1.19 )

(29.54 )

Weighted Average Shares Outstanding

15,424,749

1,305,083

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RCRT

GOLQ

Adjustments

Pro forma

Service Revenue

$ 25,372,274

5,454,119

(25,372,274 )

$ 5,454,119

Cost of Service

16,624,690

3,382,954

(16,624,690 )

3,382,954

Gross Profit

8,747,584

2,071,165

(8,747,584 )

Operating Expenses

General and administrative

18,975,147

3,503,764

(15,515,534 )

6,963,377

Sales and marketing

725,687

5,000

(725,687 )

5,000

Impairment loss

4,420,539

19,700,000

2,680,545

26,801,084

Research and development

1,358,675

3,116,723

(1,358,675 )

3,116,723

Total Operating Expenses

25,480,048

26,325,487

(14,919,351 )

36,886,184

(Loss) from Operations

(16,732,464 )

(24,254,322 )

6,171,767

(36,886,184 )

Other income (expense) net

257,776

-

257,776

Net (Loss) and Comprehensive (Loss)

$ (16,474,688 )

(24,254,322 )

6,171,767

$ (36,628,408 )

Deemed dividend

(1,921,213 )

(1,921,213 )

Net loss attributable to common stockholders

(18,395,901 )

(24,254,322 )

6,171,767

(38,549,621 )

Basic and Diluted Net (Loss) per Common Share

$ (29.54 )

Weighted Average Shares Outstanding

1,305,083

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Notes to the Unaudited Pro Forma Combined Financial Statements for Recruiter and GoLogiq

1. Basis of Presentation

The unaudited pro forma combined condensed combined financial statements are prepared under the acquisition accounting method in accordance with ASC 805, the Company is the acquirer for accounting purposes. Accordingly, the acquisition-date fair value of the consideration transferred by the for its interest in GoLogiq is based on the number of common shares exchanged or to be exchanged for 100% of the equity interests in the GoLogiq SPV muliplied by the Company’s stock price on the day of closing. .

The unaudited pro forma combined condensed consolidated financial statements were prepared in accordance with GAAP, and present the pro forma financial position and results of operations of the combined companies based upon the historical information after giving effect to the acquisition and adjustments described in these Notes to the unaudited pro forma combined condensed consolidated financial statements. The unaudited pro forma combined condensed consolidated balance sheet is presented as if the acquisition and spin-off of the Company’s legacy operations had occurred on June 30, 2023; and the unaudited pro forma combined condensed consolidated statement of operations for the six months ended June 30, 2023 and year ended December 31, 2022 are presented as if the acquisition and spinoff of the Company’s legacy operations had occurred on January 1,2022

2. Balance sheet Adjustments

Acquisition of GoLogiq

The acquisition of GoLogiq is summarized as follows:

Cash

$ 2,885

Liabilities

(1,607,692 )

Intangible assets

17,298,063

Goodwill

7,067,353

Total consideration transferred

$ 22,760,609

Fair Value of Consideration Transferred

The assumed consideration transferred consists of 296,351 shares transferred at June 30, 2023 and an additional 6,227,253 shares to be issued upon assumed meeting of certain milestones, post-closing. The fair value per share of $3.655 per share is based on the closing price of the Company’s common stock on June 30 ,2023 as reported by NASDAQ.

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Spin-off of the Company’s legacy business

The operating assets and liabilities to be included in the spin-off of the Company’s legacy business include:

Cash and cash equivalents

$ 442,456

Other current assets

1,664,480

Property and equipment

48,825

Intangible assets, net

1,945,264

Accounts payable and accrued liabilities

9,342,147

Charge to additional paid-in capital

5,241,122

Additionally, in connection with the spin-off of the legacy business the Company impaired legacy goodwill of $7,101,084.

Adjustments to the statement of operations for the six months ended June 30, 2023.

Six months of amortization of the intangible assets acquired in connection with the GoLogiq agreement totaling $1,729,801. Amortization is based an asset value of $17,298,603 with a 5-year estimated useful life.

Spin-off of the legacy operations of the Company

Pro forma weighted average shares outstanding are calculated assuming an incremental 296,535 issued in connection with GoLogiq agreement in addition to the weighted average shares outstanding for the period of 1,186,143 for a pro forma total weighted average shares outstanding for the period of 1,482,679.

Adjustments to the statement of operations for the year ended December 31, 2022

Amortization of the intangible assets acquired in connection with the GoLogiq agreement totaling$3,459,613 based on an asset value of $17,289,603 and a 5 year estimated useful life.

Impairment of the legacy goodwill of $7,101,084 upon spin-off of the Company; legacy operations.

Spin-off of the legacy operations of the Company.

Pro forma weighted average shares outstanding are calculated assuming an incremental 296,535 issued in connection with GoLogiq agreement in addition to the spilt adjusted weighted average shares outstanding for the period of 1,008,548 for pro forma total weighted average shares outstanding for the period of 1,305,083.

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PROPOSAL TWO:

STOCKHOLDER APPROVAL OF THE JOB MOBZ AGREEMENT

As discussed elsewhere in this proxy statement, including under “The Job Mobz Sale”, below, the holders of the Company’s common stock will consider and vote on the Job Mobz Sale Proposal. The holders of the Company’s common stock should read this proxy statement carefully in its entirety, including but not limited to the section titled “The Job Mobz Sale”, below, including Annex B (which is incorporated by reference herein), for more detailed information concerning the Job Mobz Agreement and the Job Mobz Sale. A copy of the Job Mobz Agreement is attached to this proxy statement as Annex B.

“The Job Mobz Sale”, below, including Annex B (which is incorporated by reference herein), for more detailed information concerning the Job Mobz Agreement and the Job Mobz Sale. A copy of the Job Mobz Agreement is attached to this proxy statement as Annex B.

Stockholder Approval of the Job Mobz Agreement

While neither the applicable Nasdaq Listing Rules, nor the NRS require approval of our stockholders in connection with the sale of less than all or substantially all of the Company’s assets, we agreed with the asset purchaser in the Job Mobz Agreement to obtain approval of our stockholders, and we are therefore asking our stockholders to approve the Job Mobz Sale Proposal by adopting the following resolution:

“WHEREAS, the Board of Directors of the Company has determined that it is expedient and in the best interests of the Company and its stockholders for the Company to complete the Job Mobz Sale on the terms and subject to the conditions set forth in that certain Asset Purchase Agreement, dated August 16, 2023, between Job Mobz Inc., as buyer, and the Company, as seller (as it has, and may be, further amended from time to time and including all exhibits and schedules thereto, the “Job Mobz Agreement”), pursuant to which the Company will sell certain of its assets to the purchaser.

A vote in favor of the Job Mobz Sale Proposal will be deemed the approval of the Job Mobz Agreement, each of the terms and conditions thereof, and all of the transactions contemplated therein and thereby.

Required Vote; Recommendation of the Board of Directors

Approval of the Job Mobz Sale Proposal requires that more votes are cast in favor of such Sale Proposal than are cast opposing such Job Mobz Sale Proposal, by the holders of shares of the Company’s voting stock present in person or by proxy and entitled to vote on the matter at the Special Meeting, provided that a quorum exists at such Special Meeting. For purposes of the vote on the Job Mobz Sale Proposal, an abstention, a broker non-vote or a failure to submit a proxy card or vote by mail, telephone, over the Internet or in person at the Special Meeting will have no effect on the vote to approve the Job Mobz Sale Proposal, except to the extent that a failure to vote prevents the Company from obtaining a quorum for the Special Meeting. The Job Mobz Sale is contingent upon the Job Mobz Sale Proposal being approved by the Company’s stockholders at the Special Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU

VOTE “FOR” THE APPROVAL OF THE JOB MOBZ SALE PROPOSAL.

THE JOB MOBZ SALE

The discussion of the Job Mobz Sale in this proxy statement is qualified in its entirety by reference to Job Mobz Agreement, a copy of which is attached to this proxy statement as Annex B and incorporated by reference into this proxy statement. We encourage you to read the Job Mobz Agreement carefully and, in its entirety, as it is the legal document that governs the Job Mobz Sale.

Overview of the Job Mobz Agreement and Job Mobz Sale

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On August 16, 2023, the Company entered into a Asset Purchase Agreement with Job Mobz Inc., for the sale of certain of the Company’s assets, primarily the Recruiter.com brand, its associated intellectual property, and the content of the website and corresponding systems, to Job Mobz for an aggregate purchase price of approximately $1,750,000 and shares of Job Mobz common stock equal to 10% of its issued and outstanding shares of common stock. All prior agreements with Job Mobz were terminated in connection with the Job Mobz Agreement.

Recruiter.com and Job Mobz negotiated a Shareholder Agreement, construed in accordance with California law, which includes provisions that govern the respective rights of shareholders. The Shareholder’s Agreement includes customary provisions and clauses covering major decisions, amendments to the Company bylaws, modification, veto rights, dispute resolution, executive compensation, and certain protections against dilution.

The Assets and Excluded Assets

The assets to be sold to Job Mobz include the Recruiter.com and related trademarks, software code, and social media accounts, and all right, title and interest in the Master Referral Agreement executed between the Company and Job Mobz, and all related intellectual property, permits, actions, prepaid expenses, advances, insurance benefits, books and records, an unlimited, irrevocable, assignable, royalty-free, perpetual and worldwide license to use all software elements necessary to the operation of Recruiter.com and all goodwill and the going concern value of the foregoing.

The assets excluded from the purchase and sale are all of the Company’s other lines of business, including the Healthcare Staffing business, Mediabistro, Candidate Pitch, AI Exchange, RecruitingClasses.com, Joint Ventures and partnerships, Earn outs from sales of other businesses, lawsuits, and various other assets not specifically set forth as acquired assets.

The Consideration

The Company will receive as consideration for the sale of the assets a cash payment of $1,500,000 and closing, and up to an additional $3000,000, subject to adjustment, and shares of Job Mobz common stock equal to 10% of the issued and outstanding common stock of Job Mobz.

The Job Mobz Agreement provides for representations and warranties, and terms and conditions, as are standard and customary for such a transaction.

The foregoing briefly summarizes certain of the material terms of the Job Mobz Agreement. All summaries of the terms and conditions of the Job Mobz Agreement contained in this Proxy Statement are qualified in their entirety by reference to the full text of the Job Mobz Agreement, a copy of which has been filed with our Securities and Exchange Commission filings which are available over the Internet at the SEC's website at http://www.sec.gov.

Parties to the Job Mobz Sale

Recruiter.com Group, Inc.

Job Mobz

Job Mobz, Inc. ("Job Mobz"), a privately-held corporation incorporated in California, is engaged in the business of recruitment process outsourcing. Founded in 2012, Job Mobz has 11 years of experience in the professional recruitment sector.

Principal Business Activities

Job Mobz's principal business activities include providing recruitment-related services to employers, for the purpose of acquiring talented personnel. Job Mobz works in a variety of industries, including Technology, Healthcare, Finance, Energy, and Aerospace (among others), with the strongest focus on the Technology sector. Job Mobz has clients located in the US, UK, Ireland, Japan, India, among other countries, with its business most concentrated in the United States.

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Management and Key Personnel

The company is led by a team of experienced professionals, including Jesse Tinsley, President Anders Sundquist, COO Jimmy Vanlandingha, VP of Sales Jennifer Goodfriend. Mr. Tinsley is a veteran of the recruitment and professional services industries, with over 11 years of experience. He has also advised companies like Baton (Ryder) Bolt, Box, Coinbase, Consensys, ElectrIQ Power, Flowcarbon, HackerRank, and Protocol Labs.

Recommendation of the Board of Directors and its Reasons for the Job Mobz Sale

The Board evaluated the terms of the Job Mobz Agreement and the Job Mobz Sale. After careful consideration, the Board, after several meetings held to discuss the transactions, unanimously approved the Job Mobz Agreement on September 10, 2023.

The Board considered the following factors in reaching its conclusion to approve the Job Mobz Agreement and to recommend that the stockholders approve the Job Mobz Agreement and the sale of certain assets of the Company in connection with the Job Mobz Agreement, all of which the Board of Directors viewed as supporting its decision to approve the acquisition:

1.

Strategic Compatibility: We confirmed that Job Mobz aligns seamlessly with our long-term strategic goals, including market expansion and product diversification.

2.

Financial Health: After due diligence, which included review of the unaudited financial statements of Job Mobz, we found Job Mobz to possess stable revenue streams and manageable liabilities.

3.

Fair Valuation: We did not perform an independent financial valuation of Job Mobz; however, the consideration offered was the best that Recruiter.com received.

4.

Synergies Identified: Our teams projected significant operational and financial synergies post-acquisition, leading to an enhanced overall profitability outlook.

5.

Transaction Contingencies: All necessary conditions for closing, such as final shareholder approval and financing commitments, have been detailed and are underway.

6.

Shareholder Interests Aligned: Above all, we determined that the acquisition is in the best interests of our shareholders, promising both short-term gains and long-term value.

Stockholder and Other Approvals

Under Nevada corporate law the proposed sale of less than all or substantially all of the Company’s assets is not required to be approved by our stockholders. Additionally, the applicable Nasdaq Listing Rules do not require stockholder approval of the sale of less than all or substantially all of the Company’s assets. Nevertheless, the Company agreed with the purchaser in the Job Mobz Agreement to obtain stockholder approval of the agreement and the transactions contemplated thereby.

Expenses, Fees and Costs

Pursuant to the Job Mobz Agreement, each party thereto is responsible for its own expenses, fees and costs.

Tax Treatment of the Job Mobz Agreement

The following discussion is a general summary of the anticipated U.S. federal income tax consequences of the Job Mobz Sale. The following discussion is based upon the U.S. Internal Revenue Code (the “Code”), its legislative history, currently applicable and proposed Treasury regulations under the Code and published rulings and decisions, all as currently in effect as of the date of this proxy statement, and all of which are subject to change, possibly with retroactive effect. Tax considerations under state, local and non-U.S. laws, or federal laws other than those pertaining to income tax, are not addressed in this proxy statement. The following discussion has no binding effect on the Internal Revenue Service (the “IRS”) or the courts.

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The proposed Job Mobz Sale will be treated as a sale of corporate assets in exchange for cash and stock. The proposed Job Mobz Sale is a taxable transaction for U.S. federal income tax purposes upon which we will recognize gain or loss. The amount of gain or loss we recognize with respect to the sale of a particular asset will be measured by the difference between the amount realized by us on the sale of that asset and our tax basis in that asset. The determination of whether we will recognize gain or loss will be made with respect to each of the assets to be sold. Accordingly, we may recognize gain on the sale of certain assets and loss on the sale of certain others, depending on the amount of consideration allocated to an asset as compared with the basis of that asset. Further, the sale of certain assets may result in ordinary income or loss, depending on the nature of the asset. The determination of whether Recruiter.com will realize gain or loss on the Job Mobz Sale and whether and to what extent Recruiter.com’s tax attributes will be available is highly complex and is based in part upon facts that will not be known until the completion of the Job Mobz Sale. Therefore, it is possible that the proposed Job Mobz Sale will generate a U.S. federal income tax liability to Recruiter.com; however, we believe our tax assets can be used to mitigate or eliminate any tax liabilities that may arise from this transaction.

The proposed Job Mobz Sale by Recruiter.com is entirely a corporate action. Our U.S. shareholders will not realize any gain or loss for U.S. federal income tax purposes as a result of the Asset Sale.

FINANCIAL INFORMATION RELATED TO THE JOB MOBZ SALE

Unaudited Pro Forma Condensed Consolidated Financial Information

OVERVIEW

On August 16, 2023, Recruiter.com Group, Inc., a Nevada Corporation (the “Company”), and Job Mobz, Inc., a California corporation ("Job Mobz") entered into an asset purchase agreement (the “Agreement”). Upon the terms and subject to the conditions of the Job Mobz Agreement, the Company agreed to sell its right, title, and exclusive interest in the website located at Recruiter.com (the “Business”).

As consideration for the Business, Job Mobz shall pay the Company $1,800,000 subject to certain conditions and clauses, and issue to the Company an allocation of shares in the Series A Preferred Stock of Job Mobz, such that it constitutes ten percent (10%) of the fully-diluted ownership stake in Job Mob.

BASIS OF PRESENTATION

The following unaudited pro forma condensed consolidated financial statements of the Company were derived from its historical consolidated financial statements and are being presented to give effect to the Job Mobz Sale. The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2023 and for year ended December 31, 2022, reflect the Company’s results as if the sale of the Business had occurred on January 1, 2022. The unaudited pro forma condensed consolidated balance sheet as of June 30, 2023 gives effect to the sale of the Business as if it occurred on that date. The estimated gain on sale in connection with the transaction is reflected in the unaudited pro forma condensed consolidated balance sheet within retained earnings. The estimated gain on sale is not reflected in the unaudited pro forma condensed consolidated statements of operations as it does not have a continuing impact on the Company’s results.

The unaudited pro forma condensed consolidated financial statements give effect to the sale including: (i) the elimination of the historical Acquired Assets financial results on a carve-out basis; and (ii) the adjustments to the Acquired Assets carve-out financial statements to meet the requirements of discontinued operations.

The unaudited pro forma condensed consolidated financial information is subject to the assumptions and adjustments described in the accompanying notes. These assumptions and adjustments are based on information presently available. The unaudited pro forma condensed consolidated financial statements are based on the historical financial statements of the Company for each period presented and in the opinion of management, all adjustments and disclosures necessary for a fair presentation of the pro forma data based on information available at the time have been made.

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Recruiter.com Group, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Balance Sheets

As of June 30, 2023

Recruiter.com Historical

Pro Forma Adjustments

Pro Forma

ASSETS

Current assets:

Cash

$ 442,456

$ 1,723,780 (d)

$ 2,166,236

Accounts receivable, net of allowance for doubtful accounts of $1,558,728 historical and $0 pro forma

1,398,670

(1,339,678 )(e)

58,992

Prepaid expenses and other current assets

265,810

-

265,810

Total current assets

2,106,936

384,102

2,491,038

Property and equipment, net of accumulated depreciation of $29,724

48,825

-

48,825

Intangible assets, net

1,945,264

(1,296,019 )(f)

649,245

Goodwill

7,101,084

(6,038,256 )(f)

1,062,828

Total assets

$ 11,202,109

$ (6,950,173 )

$ 4,251,936

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

$ 1,392,436

$ (1,340,137 )(g)

$ 52,299

Accrued expenses

879,241

-

879,241

Accrued compensation

214,286

-

214,286

Accrued interest

175,515

-

175,515

Deferred payroll taxes

2,484

-

2,484

Other liabilities

386,805

-

386,805

Loans payable - current portion, net of debt discount

4,230,479

-

4,230,479

Refundable deposit on preferred stock purchase

285,000

-

285,000

Warrant liability for puttable warrants

600,000

-

600,000

Deferred revenue

174,591

(52,444 )(g)

122,147

Total current liabilities

8,340,837

(1,392,581 )

6,948,256

Loans payable - long term portion, net of discount

1,001,310

-

1,001,310

Total liabilities

9,342,147

(1,392,581 )

7,949,566

Commitments and contingencies

Stockholders' Equity:

Preferred stock, Series D, $0.0001 par value; 2,000,000 shares authorized, no shares issued and outstanding as of June 30 2023

-

-

-

Preferred stock, Series E, $0.0001 par value; 775,000 shares authorized, 86,00 shares issued and outstanding as of June 30, 2023

9

-

9

Preferred stock, Series F, $0.0001 par value; 200,000 shares authorized, no shares issued and outstanding as of June 30, 2023

-

-

-

Common stock, $0.0001 par value; 100,000,000 shares authorized, 17,210,085 shares issued and outstanding as of June 30, 2023

1,780

-

1,780

Shares to be issued, 587,945 shares as of June 30, 2023

-

-

-

Additional paid-in capital

75,913,399

-

75,913,399

Accumulated deficit

(74,055,226 )

(5,557,592 )(h)

(79,612,818 )

Total stockholders' equity

1,859,962

(5,557,592 )

(3,697,630 )

Total liabilities and stockholders' equity

$ 11,202,109

$ (6,950,173 )

$ 4,251,936

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Recruiter.com Group, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the six months ended June 30, 2023

Recruiter.com Historical

Pro Forma Adjustments

Pro Forma

Revenue

$ 5,333,868

$ (4,931,684 )(a)

$ 402,184

Cost of revenue

4,159,586

(4,074,936 )(a)

84,650

Gross profit

1,174,282

(856,749 )

317,533

Operating expenses:

Sales and marketing

236,036

(203,737 )(b)

32,299

Product development (including related party expense of $27,041)

326,562

(326,562 )(b)

-

Amortization of intangibles

633,428

(633,428 )(b)

-

General and administrative (including share-based compensation expense of $726,509)

3,720,704

(54,336 )(b)

3,666,368

Total operating expenses

4,916,730

(1,218,063 )

3,698,667

Loss from Operations

(3,742,448 )

361,314

(3,381,134 )

Other income (expenses):

Interest expense

(1,161,369 )

-

(1,161,369 )

Other income

756,099

-

756,099

Finance costs

(327,073 )

-

(327,073 )

Gain on settlement of payables

178,749

-

178,749

Total other expenses

(553,594 )

-

(405,270 )

Loss before income taxes

(4,296,042 )

361,314

(3,786,404 )

Provision for income taxes

-

-

-

Net loss

$ (4,296,042 )

$ 361,314

$ (3,786,404 )

Deemed dividends

(503,643 )

Net loss attirbutable to common shareholders

$ (4,799,685 )

$ 361,314

$ (3,786,404 )

Net loss per common share - basic and diluted

$ (0.28 )

$ (0.22 )

Weighted average common shares - basic and diluted

17,056,900

17,056,900

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Recruiter.com Group, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the year ended December 31, 2022

Recruiter.com Historical

Pro Forma Adjustments

Pro Forma

Revenue

$ 25,372,274

$ (24,137,320 )(a)

$ 1,234,954

Cost of revenue

16,624,690

(16,368,309 )(a)

256,381

Gross profit

8,747,584

(7,769,011 )

978,573

Operating expenses:

Sales and marketing

725,687

(630,694 )(b)

94,993

Product development (including related party expense of $36,181)

1,358,675

(1,358,675 )(b)

-

Amortization of intangibles

3,650,206

(3,650,206 )(b)

-

Impairment expense

4,420,539

(4,420,539 )(b)

12,141,659

12,141,659 (c)

General and administrative (including share-based compensation expense of $4,106,040 and related party expenses of $19,825)

15,324,941

(148,864 )(b)

15,176,077

Total operating expenses

25,480,048

1,932,681

27,412,729

Loss from Operations

(16,732,464 )

(9,701,692 )

(26,434,156 )

Other income (expenses):

Interest expense

(965,323 )

-

(965,323 )

Gain on debt extinguishment

1,205,195

1,205,195

Other income

17,904

-

17,904

Total other income

257,776

-

257,776

Loss before income taxes

(16,474,688 )

(9,701,692 )

(26,176,380 )

Provision for income taxes

-

-

-

Net loss

$ (16,474,688 )

$ (9,701,692 )

$ (26,176,380 )

Deemed dividends

(1,921,213 )

Net loss attributable to common shareholders

$ (18,395,901 )

$ (9,701,692 )

$ (26,176,380 )

Net loss per common share - basic and diluted

$ (1.22 )

$ (1.73 )

Weighted average common shares - basic and diluted

15,128,513

15,128,513

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following items resulted in adjustments in the unaudited pro forma condensed consolidated financial information:

Unaudited Pro Forma Condensed Consolidated Statement of Operations

(a)

Adjustments represent the elimination of revenues and cost of goods sold attributable to the sale of the Business.

(b)

Adjustments represent the elimination of sales and marketing, product development, amortization of intangibles, impairment expense, and general and administrative costs attributable to the sale of the Business. Adjustments do not include general corporate and overhead costs that will have a continuing effect on the Company post-closing.

(c)

Adjustments represent the elimination of sales and marketing, product development, amortization of intangibles, impairment expense, and general and administrative costs attributable to the sale of the Business. Adjustments do not include general corporate and overhead costs that will have a continuing effect on the Company post-closing.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

(d)

Adjustment represents $1,748,780 of net cash consideration received less $25,000 of closing costs from the sale of the Business.

(e)

Adjustment represents the elimination of accounts receivable related to the sale of the Business.

(f)

Adjustment represents the elimination of intangible assets and goodwill related to the sale of the Business.

(g)

Adjustments represent the elimination of accounts payable and deferred revenue in relation to the sale of the Business.

(h)

Adjustments reflect the pre-tax loss on sale from the Business of $5,557,592 calculated as reflected below. The proforma net loss is reflected as an adjustment to retained earnings. The equity consideration was valued at $0 because it does not have a readily determinable fair value.

June 30, 2023

Net cash consideration received

$ 1,748,780

Net cost basis of from sale Business

(7,281,372 )

Estimated selling expenses

(25,000 )

Loss on sale of Business

$ (5,557,592 )

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following items resulted in adjustments in the unaudited pro forma condensed consolidated financial information:

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Unaudited Pro Forma Condensed Consolidated Balance Sheet

June 30, 2023

Net cash consideration received

$ 1,748,780

Net cost basis of from sale Business

(7,281,372 )

Estimated selling expenses

(25,000 )

Loss on sale of Business

$ (5,557,592 )

53

Table of Contents

PROPOSAL THREE:

STOCKHOLDER APPROVAL OF THE AUTHORIZED SHARE INCREASE

Overview

The Company’s Charter authorizes the issuance of 6,666,667 shares of Common Stock and 10,000,000 shares of the Company’s preferred stock (the “Preferred Stock”). On [ ], 2023, the Company had [ ] shares of Common Stock issued and outstanding. In addition, there were approximately 18,769 shares of Common Stock issuable upon the exercise of options, approximately 810,455 shares of Common Stock issuable upon exercise of warrants, 28,667 shares of Common Stock issuable upon the conversion of Series Preferred Stock, 2,347 shares of Common Stock issuable pursuant to restricted stock units, and approximately 66,551 shares of Common Stock reserved for future issuance under the 2017 Equity Incentive Plan and the 2021 Equity Incentive Plan. On [ ], 2023, the Company had 86,000 shares of Preferred Stock issued and outstanding.

The Board has unanimously approved, subject to stockholder approval, an amendment to the Company’s Charter to effect an increase the number of authorized shares of Common Stock from 6,666,667 to 200,000,000 (the “Authorized Share Increase”). The Board has not approved an increase in the shares of Preferred Stock. The additional shares of Common Stock authorized by the Authorized Share Increase, if and when issued, would have the same rights and privileges as the shares of Common Stock previously authorized. A copy of the certificate of amendment for the Authorized Share Increase (the “Certificate of Amendment”) to the Charter is attached hereto as Annex C.

The Board has recommended that the proposed Certificate of Amendment for the Authorized Share Increase be presented to the Company’s stockholders for approval.

Reasons for Stockholder Approval

On the record date, [ ] shares of our Common Stock were outstanding, out of the 6,666,667 authorized in our Charter. The Authorized Share Increase is necessary to enable the Company to issue further shares following the Closing in connection with possible future sales of equity and possible future acquisitions. Following the closing of the GoLogiq Purchase, the additional shares of Common Stock authorized by the Authorized Share Increase could be issued at the discretion of the Board from time to time for any proper corporate purpose, including, without limitation, the acquisition of other businesses, the raising of additional capital for use in our business, including in connection with the issuance and exercise of warrants, a split of or dividend on then outstanding shares or in connection with any employee stock plan or program. Except to the extent required by applicable law or regulation, any future issuances of authorized shares of Common Stock may be approved by the Board without further action by the stockholders. The availability of additional shares of Common Stock would be particularly important in the event that the Board needs to undertake any of the foregoing actions on an expedited basis in order to avoid the time and expense of seeking stockholder approval in connection with the contemplated issuance of Common Stock, where such approval might not otherwise be required.

Although the Board will issue Common Stock only when required or when the Board considers such issuance to be in the Company’s best interests, the issuance of additional Common Stock may, among other things, have a dilutive effect on the earnings per share (if any) and on the equity and voting rights of our existing stockholders.

Additionally, the presence of such additional authorized but unissued shares of Common Stock could discourage unsolicited business combination transactions which might otherwise be desirable to stockholders. While it may

be deemed to have potential anti-takeover effects, the proposed Authorized Share Increase is not prompted by any specific effort or takeover threat currently perceived by management. In addition, we do not have any plans to implement additional measures having anti-takeover effects. The Board believes that the benefits of providing it with the flexibility to issue shares without delay for any proper business purpose, including as an alternative to an unsolicited business combination opposed by the Board, outweigh the possible disadvantages of dilution and discouraging unsolicited business combination proposals and that it is prudent and in the best interests of stockholders to provide the advantage of greater flexibility which will result from the Authorized Share Increase.

Anti-Takeover and Dilutive Effects

The shares of Common Stock that are authorized but unissued provide the Board with flexibility to effect, among other transactions, public or private financings, including the issuance and exercise of warrants, acquisitions, stock dividends, stock splits and the granting of equity incentive awards. However, these authorized but unissued shares may also be used by the Board, consistent with and subject to its fiduciary duties, to deter future attempts to gain control of us or make such actions more expensive and less desirable. The Authorized Share Increase would continue to give our Board authority to issue additional shares from time to time without delay or further action by the stockholders except as may be required by applicable law or regulations. The Authorized Share Increase is not being recommended in response to any specific effort of which we are aware to obtain control of us, nor does our Board have any present intent to use the authorized but unissued Common Stock to impede a takeover attempt.

54

Table of Contents

Other than the GoLogiq Purchase, we have no specific plan, commitment, arrangement, understanding or agreement, either oral or written, regarding the issuance of Common Stock subsequent to the Authorized Share Increase at this time, and we have not allocated any specific portion of the authorized number of shares to any particular purpose.

The Authorized Share Increase would Increase our Number of Authorized but Unissued Shares of Stock, which could Negatively Impact a Potential Investor if they Purchased our Common Stock.

The Authorized Share Increase will increase the number of authorized shares of Common Stock and, as a result, the Board’s ability to issue authorized and unissued shares without further stockholder action. The issuance of additional shares of Common Stock may have a dilutive effect on earnings per share and relative voting power and may cause a decline in the trading price of our Common Stock. We could use the shares that are available for future issuance in dilutive equity financing transactions, or to oppose a hostile takeover attempt or delay or prevent changes in control or changes in or removal of management, including transactions that are favored by a majority of the stockholders or in which the stockholders might otherwise receive a premium for their shares over then-current market prices or benefit in some other manner. We may seek additional financing in the future. Other than the foregoing potential uses for our shares of Common Stock, we have no existing plans to issue any of the authorized, but unissued and unreserved shares, whether available as a result of the proposed Authorized Share Increase.

Procedure for Effecting the Authorized Share Increase

When and if the Board decides to implement the Authorized Share Increase, the Company will promptly file the Certificate of Amendment with the Secretary of State of the State of Nevada to amend its Charter. The Authorized Share Increase will become effective on the date of filing the Certificate of Amendment. The text of the Certificate of Amendment is set forth in Annex C to this proxy statement. The text of the Certificate of Amendment is subject to modification to include such changes as may be required by the office of the Secretary of State of the State of Nevada and as the Board deems necessary and advisable to effect the Authorized Share Increase.

The description of the Certificate of Amendment set forth above is qualified in its entirety by reference to the text of the Certificate of Amendment, which is attached as Annex C to this Proxy Statement.

WHEREYOU CAN FIND MOREINFORMATION;

INCORPORATION OF INFORMATION BY REFRENCE

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Such filings are made available on our Internet website, www.recruiter.com, as soon as reasonably practicable after they are filed with, or furnished to, the SEC. The information on our website is not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any other filings we make with the SEC. The SEC maintains an Internet site, www.sec.gov, which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including the Company.

The SEC’s rules allow us to “incorporate by reference” information into this proxy statement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. This information is considered to be a part of this proxy statement, except for any information that is superseded by information included directly in this proxy statement or incorporated by reference subsequent to the date of this proxy statement as described below.

This proxy statement incorporates by reference the documents listed below that we have previously filed with the SEC (provided, however, that we are not incorporating, in each case, any documents or information deemed to have been “furnished” under Items 2.02, 7.01 or 9.01 on Form 8-K or other information deemed to have been “furnished” and not filed in accordance with SEC rules). These documents contain important information about the Company and its financial condition.

●

Our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023;

●

Our Quarterly Report on Form 10-Q for the period ended March 31, 2023, filed with the SEC on May 15, 2023

●

Our Quarterly Report on Form 10-Q for the period ended June 30, 2023, filed with the SEC on August 14, 2023; and

●

Our Current Reports on Form 8-K filed with the SEC on June 9, August 22, August 24, and September 5.

In addition, the Company incorporates by reference any future filing it makes with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (provided, however, that we are not incorporating, in each case, any documents or information deemed to have been “furnished” and not filed in accordance with SEC rules) after the date of this proxy statement and prior to the date of the Special Meeting. Such documents are considered to be a part of this proxy statement, effective as of the date such documents are filed. In the event of conflicting information in these documents, the information in the latest filed document should be considered correct.

You can obtain any of the other documents of the Company listed above through the SEC’s website at the address described above or from us directly, at no cost, excluding any exhibits to those documents (unless the exhibit is specifically incorporated by reference into those documents), by requesting them in writing or by telephone at the following address and telephone number:

Recruiter.com Group, Inc.

500 Seventh Avenue,

New York, New York 10018

Attention: Corporate Secretary

By Order of the Board of Directors,

/s/ Miles Jennings

Name:

Miles Jennings

Title:

Chief Executive Officer

[ ], 2023

55

Table of Contents

INDEX TO FINANCIAL STATEMENTS OF GOLOGIQ, INC.

Unaudited Financial Statements

Unaudited Condensed Balance Sheets as of June 30, 2023 and Audited Consolidated Balance sheet as of December 31, 2022.

F-2

Unaudited Condensed Consolidated Statements of Operations for the six months ended June 30, 2023 and 2022.

F-3

Unaudited Condensed Consolidated Statement of Stockholder’s Equity for the six months ended June 30, 2023 and 2022.

F-4

Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022.

F-5

Notes to Unaudited Condensed Consolidated Financial Statements

F-6

Audited Financial Statements

Report of Independent Registered Public Accounting Firms

F-14

Balance Sheets

F-16

Statements of Operations and Comprehensive Loss

F-17

Statements of Shareholders’ Equity (Deficit)

F-18

Statements of Cash Flows

F-19

Notes to Financial Statements

F- 20-F-24

F-1

Table of Contents

GoLogiq, Inc.

Balance Sheets

(Expressed in U.S. dollars)

June 30,

2023

December 31,

2022

$

$

ASSETS

Current Assets

Cash and cash equivalents

2,885

35,254

Intangible assets, net

8,968,000

8,968,000

Goodwill

2,832,000

2,832,000

TOTAL ASSETS

11,802,885

11,835,254

LIABILITIES AND STOCKHOLDER’S DEFICIT

Current Liabilities

Accounts payable and accrued liabilities

1,123,771

1,321,483

Due to a related party

483,921

788,045

Total Liabilities

1,607,692

2,109,528

Stockholder’s Funds (Deficit)

Common stock Authorized: 200,000,000 shares of common stock, $0.001 par value 134,127,556 and 40,444,083 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively

134,128

40,444

Preferred stock Authorized: 10,000,000 shares of preferred stock, 2,000,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively

2,000

2,000

Additional paid-in capital

38,686,047

34,003,212

Share subscriptions receivable

(58 )

(58 )

Accumulated deficit

(28,626,924 )

(24,319,872 )

Total Stockholder’s Funds

10,195,193

9,725,726

TOTAL LIABILITIES AND STOCKHOLDER’S FUNDS

11,802,885

11,835,254

(The accompanying notes are an integral part of these financial statements)

F-2

Table of Contents

GoLogiq, Inc.

Statements of Operations and Comprehensive Loss

(Expressed in U.S. dollars)

Three months

ended

Three months

ended

Six months

ended

Six months

ended

June 30, 2023

June 30, 2022

June 30, 2023

June 30, 2022

$

$

$

$

Service Revenue

2,573

1,633,375

74,489

4,942,392

Cost of Service

1,486

873,072

40,131

3,108,413

Gross Profit

1,087

760,303

34,358

1,833,979

Operating Expenses

General and administrative

2,371,426

432,121

4,271,910

1,800,919

Sales and marketing

-

-

-

5,000

Research and development

14,500

975,000

69,500

2,065,500

Total Operating Expenses

2,385,926

1,407,121

4,341,410

3,871,419

(Loss) from Operations

(2,384,839 )

(646,817 )

(4,307,052 )

(2,037,440 )

Income tax (Corporate tax)

-

-

-

-

Net (Loss) and Comprehensive (Loss)

(2,384,839 )

(646,817 )

(4,307,052 )

(2,037,440 )

Basic and Diluted Net (Loss) per Common Share

(0.019 )

(0.018 )

(0.048 )

(0.065 )

Weighted Average Number of Common Shares Outstanding

128,591,308

35,706,152

90,247,375

31,197,058

(The accompanying notes are an integral part of these financial statements)

F-3

Table of Contents

GoLogiq, Inc.

Statements of Stockholder’s Equity (Deficit)

(Expressed in U.S. dollars)

Common Stock

Additional

Paid-in

Share

Subscription

Accumulated

Total

Stockholders’

Equity

Number of

Amount

Capital

Receivable

Deficit

(Deficit)

Shares

$

$

$

$

$

Balance, December 31, 2022

40,444,083

42,444

34,003,212

(58 )

(24,319,872 )

9,725,726

Issuance of Shares

76,936,479

76,937

2,270,783

-

-

2,347,720

Issuance of Shares for service

7,229,073

7,229

-

-

-

7,229

Net (loss) for the period

-

-

-

-

(1,922,213 )

(1,922,213 )

Balance, March 31, 2023

124,609,635

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	1.	To approve the terms of that certain Stock Purchase Agreement, dated June 5, 2023, between GoLogiq Inc., a Delaware corporation (“GoLogiq” or “Seller”) and the Company, as amended August 29, 2023 (as it may be further amended from time to time and including all exhibits and schedules thereto, “GoLogiq Agreement”), including, but not limited to, the shares of Company common stock, par value $0.0001 per share (the “Common Stock”) issuable in connection therewith, pursuant to which the Company will acquire certain membership interests of GOLOGIQ SPV, LLC, a Nevada limited liability company (“SPV”) (this proposal is referred to herein as the “GoLogiq Purchase Proposal”);

	2.	To approve the terms of that certain Asset Purchase Agreement, dated August 16, 2023, between Job Mobz Inc., a California corporation (“Job Mobz” or “Buyer”) and the Company (as it may be further amended from time to time and including all exhibits and schedules thereto, “Job Mobz Agreement”) (this proposal is referred to herein as the “Job Mobz Sale Proposal”);

	3.	To approve an amendment to our Articles of Incorporation to increase the number of authorized shares of the Common Stock from 6,666,667 to 200,000,000 (this proposal is referred to herein as the “Authorized Share Increase Proposal”); and

	4.	To conduct any other business as may properly come before the meeting or any adjournment thereof.

	By the Order of the Board of Directors

	/s/ Miles Jennings
	Miles Jennings
	Chief Executive Officer

	Page
QUESTIONS AND ANSWERS REGARDING THE SPECIAL MEETING OF STOCKHOLDERS	6
PROPOSAL ONE: STOCKHOLDER APPROVAL OF THE GOLOGIQ AGREEMENT	10
THE GOLOGIQ PURCHASE	11
THE GOLOGIQ AGREEMENT	18
MANAGEMENT FOLLOWING THE CLOSING OF THE GOLOGIQ PURCHASE	28
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	30
PRINCIPAL STOCKHOLDERS OF THE COMPANY FOLLOWING THE CLOSING OF THE GOLOGIQ PURCHASE	33
FINANCIAL INFORMATION RELATED TO THE GOLOGIQ PURCHASE	35
PROPOSAL TWO: STOCKHOLDER APPROVAL OF THE JOB MOBGZ AGREEMENT	45
THE JOB MOBZ SALE	45
FINANCIAL INFORMATION RELATED TO THE JOB MOBZ SALE	48
PROPOSAL THREE: STOCKHOLDER APPROVAL OF THE AUTHORIZED SHARE INCREASE	54
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION OF INFORMATION BY REFERENCE	55
INDEX TO FINANCIAL STATEMENTS OF GOLOGIQ, INC.	F-1
ANNEX A	A-1
ANNEX B	B-1
ANNEX C	C-1

Proposals		Vote Required
(1)	Approve the GoLogiq Agreement.	Majority of the voting power present in person or by proxy and entitled to vote on the matter
(2)	Approve the Job Mobz Agreement.	Majority of the voting power present in person or by proxy and entitled to vote on the matter
(3)	Approve the Authorized Share Increase.	Holders of shares of voting power representing a majority of the voting power outstanding as of the Record Date

Proposals		Broker Discretionary Vote Allowed	Effect of Broker Non- Votes on the Proposal
(1)	Approve the GoLogiq Agreement	No	None
(2)	Approve the Job Mobz Agreement	No	None
(3)	Approve the Authorized Share Increase	No	Against

	·	The Board had undertaken a comprehensive and thorough process of reviewing and analyzing potential merger/combination/acquisition candidates to identify the opportunity that would, in the opinion of the Board, create the most value for the stockholders. Joseph Gunnar presented a number of candidates for consideration, and the board undertook discussions and evaluations of their financial statements.

	·	The Board believes, based in part on the judgment, advice, and analysis of its senior management with respect to the potential strategic, financial, and operational benefits of the GoLogiq Agreement, that the GoLogiq Agreement represents an attractive market opportunity and may generate potential returns for the stockholders and attract new investors to the company following the completion of the GoLogiq Purchase. The GoLogiq Agreement includes a significant equity stake in the organization. The fintech industry, in which the post GoLogiq Purchase company will operate, is projected to grow sixfold from $245 billion to $1.5 trillion by 2030, according to a report by Boston Consulting Group (BCG) and QED Investors.

	·	The Board concluded that the GoLogiq Agreement would provide the existing stockholders a significant opportunity to participate in the potential growth of the company following the closing of the GoLogiq Purchase.

	·	The Board also considered that the post GoLogiq Purchase company will be led by an experienced senior management team, especially noting Granger Whitelaw's considerable experience. Whitelaw has over 30 years of executive experience in finance, operations, sales, marketing, M&A, corporate governance, and business development.

	·	The Board considered the valuation and business prospects of all the potential merger/combination/acquisition candidates. In particular, their collective view was GoLogiq was the most attractive acquisition candidate. After considering the comprehensive diligence review that the management had completed of other prospective merger/combination/acquisition targets, the board concluded that the GoLogiq Purchase had the potential to create more value for the stockholders than any of the other proposals that the board had received.

	·	The Board considered the conditions to closing contained in the GoLogiq Agreement, which the Board believed are reasonable and customary in number and scope.

	·	No valuation firm provided an opinion on the fairness of the GoLogiq Agreement.

	·	The Board also reviewed the terms of the GoLogiq Agreement and associated transactions, including that the number of shares of common stock to be issued in the GoLogiq Purchase was based on the relative valuation of the companies and is based on a fixed percentage.

	·	The substantial expenses to be incurred in connection with the GoLogiq Agreement, including the costs associated with any related litigation.

	·	The possible volatility, at least in the short term, of the trading price of the common stock resulting from the announcement of the GoLogiq Agreement.

	·	The risk that the GoLogiq Purchase might not be consummated in a timely manner or at all, the potential adverse effect of the public announcement of the GoLogiq Agreement and the potential adverse effect of the delay or failure to complete the GoLogiq Purchase on the reputation of the company.

	·	The risk to the business, operations, and financial results in the event that the GoLogiq Purchase is not consummated.

	·	The strategic direction of the post GoLogiq Purchase company, which will be determined by a Board which could include a majority of members appointed by the Seller (if the Revenue milestones are all reached).

	·	The risk that the value of the acquired assets could decline after the execution of the GoLogiq Agreement and announcement of entering into the GoLogiq Agreement, particularly in light of the fact that the purchase price consideration would not be adjusted to reflect declines in the value of such assets.

	·	The significant portion of the outstanding voting stock which could be issued as part of the GoLogiq Purchase, as well as the dilution to existing stockholders associated therewith.

Name*	Age	Position	Independent
Executive Officers
Granger Whitelaw	56	Chief Executive Officer and Director
Miles Jennings	45	President, Interim Chief Financial Officer and Director
Evan Sohn	55	Executive Chairman

Non-Employee Directors

Deborah Leff	57	Director	X
Timothy O’Rourke	56	Director
Wallace D. Ruiz	71	Director	X
Steve Pemberton	55	Director	X
Robert Heath	62	Director	X
Peter Bordes	60	Director	X

	·	Organization and Power. Each of the Seller, the SPV and their respective subsidiaries, if any, is duly organized, validly existing and in good standing under the Law of its jurisdiction of organization and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on with its business as now conducted.

	·	Organization Documents. The Seller has made available to the Company true and complete copies of the articles or organization and operating agreement of the SPV and such organization documents are in full force and effect.

	·	Governmental Authorization. The execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions pursuant to the GoLogiq Agreement) do not and will not require any consent, approval or other authorization of, or registration or filing with or notification to any Governmental Authority (as defined in the GoLogiq Agreement).

	·	Corporate Authorization. The Seller has all necessary corporate power and authority to enter into this Agreement, and the consummation by the Seller of the transactions under the GoLogiq Agreement have been duly and validly authorized by all necessary corporate action on the part of the Seller. This Agreement constitutes a legal, valid and binding agreement of GoLogiq enforceable against GoLogiq in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles).

	·	Non-Contravention. The execution, delivery and performance of the GoLogiq Agreement by Seller and the consummation of the transactions under the GoLogiq Agreement do not and will not contravene or conflict with, or result in any material violation or breach of, any provision of (i) the Seller’s organizational documents, (ii) GoLogiq’s organizational documents or (ii) the comparable organizational or governing documents of any of the Subsidiaries of GoLogiq, if any, (b) any Law applicable to Seller, GoLogiq or any of its Subsidiaries or by which any assets of GoLogiq are bound, (c) Company Material Contracts (as defined in the GoLogiq Agreement) or Company Real Property Leases (as defined in the GoLogiq Agreement) or (d) result in the creation of any Liens (other than Permitted Liens) upon any of the assets of GoLogiq.

	·	Capitalization. As of the date of the GoLogiq Agreement, the SPV’s authorized membership interests consist solely of 100 membership interests and Seller is the sole holder and owner of all issued and outstanding SPV Membership Interests. Except for the foregoing, there are no other outstanding membership interests of the SPV, and there are no outstanding rights, agreement or commitment, or convertible securities convertible for, membership interests of the SPV.

	·	Financial Statements. The audited balance sheet of Seller and its Subsidiaries, if any, as of December 31, 2022 and the related statements of operations, stockholders’ equity and cash flows fairly present, in all material respects, the financial condition and results of operations of Seller and its consolidated Subsidiaries, if any, and have been prepared in conformity with United States generally accepted accounting principles. There are no off-balance sheet arrangements to which Seller or any of its Subsidiaries, if any, is a party.

	·	Undisclosed Liabilities. There are no liabilities or obligations of any kind, whether accrued, contingent, absolute, inchoate or otherwise of Seller or any of its Subsidiaries, if any, individually or in the aggregate, that are required to be recorded or reflected on a balance sheet prepared in accordance with GAAP, other than liabilities that are reflected or reserved against in the Seller’s financial statements, incurred in the ordinary course of business, permitted under the GoLogiq Agreement, or that which would not have a material adverse effece.

	·	Litigation. There are no legal actions, claims, demands, arbitrations, hearings, charges, complaints, sanctions investigations, examinations, indictments, litigations, suits or other civil, criminal, administrative or investigative proceedings before a Governmental Authority pending or, to the Knowledge of GoLogiq, threatened against GoLogiq or any of its Subsidiaries, if any, or any of its or their assets; and there are no orders outstanding against GoLogiq or any of its Subsidiaries, if any, or any of its or their assets or properties.

	·	Material Contracts. Each material contract to which GoLogiq or any of its Subsidiaries, if any, is a party, is a valid and binding agreement of GoLogiq or its applicable Subsidiary, except where the failure to be valid and binding would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

	·	Tax. With respect to GoLogiq or any of its Subsidiaries: (a) all income and other material Tax Returns required to be filed by or with respect to GoLogiq or any of its Subsidiaries have been timely filed (taking into account all applicable extensions), (b) all such Tax Returns are true, complete and correct in all material respects, (c) all Taxes due and payable have been fully paid, and (d) have complied in all material respects with all applicable Laws relating to Taxes.

	·	Intellectual Property. Each of GoLogiq and its Subsidiaries owns, is licensed to use, pursuant to valid, enforceable and binding contracts, or otherwise has the right to use all Intellectual Property used, held for use or necessary for the operation of the business of GoLogiq and its Subsidiaries.

	·	Company Assets; Real Property; Personal Property. (i) GoLogiq and its Subsidiaries have good and marketable title to, or have a valid and enforceable right to use or a valid and enforceable leasehold interest in, all real property (including all buildings, fixtures and other improvements thereto) used by the business of GoLogiq and its Subsidiaries (the “Company Real Property”) and (ii) the ownership of or leasehold interest in any Company Real Property is not subject to any Lien (except in all cases for Permitted Liens).

	·	Compliance with Law. Each of GoLogiq and its Subsidiaries is in possession of all material franchises, grants, authorizations, licenses, easements, variances, exceptions, consents, certificates, approvals, waivers, notices, and other permits of any Governmental Authority necessary for each of GoLogiq and its Subsidiaries to own, lease and operate their respective properties and assets or to carry on their respective business as it is now being conducted. Each of GoLogiq and its Subsidiaries have been in compliance in all material respects with all laws applicable to GoLogiq and its Subsidiaries.

Name	Age	Position(s)
*Executive* *Officers*
Granger Whitelaw	56	Chief Executive Officer and Director
Miles Jennings	45	President, Interim Chief Financial Officer and Director
Evan Sohn	55	Executive Chairman

*Non-Employee* *Directors*

Deborah Leff	57	Director
Timothy O’Rourke	56	Director
Wallace D. Ruiz	71	Director
Steve Pemberton	55	Director
Robert Heath	62	Director
Peter Bordes	60	Director

Name	Audit(1)	Compensation(2)	Nominating(3)	Independent
Evan Sohn
Miles Jennings
Granger Whitelaw
Deborah Leff	X	Chairwoman	Chairwoman	X
Timothy O’Rourke
Wallace D. Ruiz	Chairman	X	X	X
Robert Heath	X	X		X
Steve Pemberton			X	X
Peter Bordes				X

Name of Beneficial Owner (1)		No. of Shares Beneficially Owned	% of Class
Evan Sohn (2)	60,077			4	%
Miles Jennings (3)	80,241
Judy Krandel (4)	26,696			2	%
Deborah Leff (5)	5,522	*
Tim O’Rourke (6)	25,394			2	%
	0
Wallace Ruiz (7)	6,304	*
Steve Pemberton (8)	5,111	*
Robert Heath (9)	6,178	*
	0
All executive officers and directors as a group (8 persons) (10)	240,849			17	%
	0
5% Stockholders	0
	0
	0
Michael Woloshin (11)	99,071			7	%

(2)	Evan Sohn is the Executive Chairman. Includes 29,210 and 1,847shares of our Common Stock issuable upon exercise of stock options and vesting of restricted stock units respectively that are vested or vesting within 60 days from the Record Date.

(3)	Miles Jennings is the President and Chief Operating Officer. Includes 12,195shares issuable upon exercise of stock options that are vested or vesting within 60 days from the Record Date.

(4)	Includes 24,695 shares of Common Stock issuable upon exercise of stock options that are vested or vesting within 60 days from the Record Date.

(5)	Includes 5,389 shares of Common Stock issuable upon exercise of stock options that are vested or vesting within 60 days from the Record Date.

(6)	Includes (i) 20,122 shares of our Common Stock beneficially owned by Icon Information Consultants, LP, of which Mr. O’Rourke is the Managing Director, and (ii) 5,271shares of our Common Stock issuable upon exercise of stock options that have vested or vesting within 60 days from the Record Date. Mr. O’Rourke disclaims beneficial ownership of the shares beneficially owned by Icon Information Consultants, LP, except to the extent of his pecuniary interest therein.

(7)	Includes 5,271 shares of our Common Stock issuable upon exercise of stock options that have vested or vesting within 60 days from the Record Date and 266shares of our Common Stock issuable upon exercise of our common stock purchase warrants.

(8)	Includes 5,111shares of Common Stock issuable upon exercise of stock options that are vested or vesting within 60 days from the Record Date.

(9)	Includes 5,644 shares of our Common Stock issuable upon exercise of stock options that have vested or vesting within 60 days from the Record Date and 533 shares of our Common Stock issuable upon exercise of our common stock purchase warrants.

(10)	Includes 82,643 and shares of our Common Stock issuable upon exercise of stock options and vesting of restricted stock units, respectively, that have vested or vesting within 60 days from the Record Date, and 800 shares of our Common Stock issuable upon exercise of common stock purchase warrants.

(11)	Based on information provided by Mr. Woloshin. Includes (i) 5,088shares of Common Stock beneficially owned by Cicero Consulting roup LLC, which Mr. Woloshin controls together with Mr. Joseph W. Abrams, and (ii) 316shares of Common Stock owned by Caesar Capital Group LLC with respect to which Mr. Woloshin has the shared voting and dispositive power with respect to the shares discussed in (i) of this footnote, and the sole voting and dispositive power with respect to the shares discussed in (ii) of this footnote. Address is 1858 Pleasantville Road Suite 110, Briarcliff Manor NY 10510.

Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights		Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders:
2017 Equity Incentive Plan (1)		52,860		70.8		8,233
2021 Equity Incentive Plan (1)		151,904		40.5		61,318
Equity compensation plans not approved by security holders
Total		204,764		48.3		69,551

	·	each prospective director of the Company following the closing of the GoLogiq Purchase (other than the additional directors to be designated);

	·	each prospective executive officer of the Company following the closing of the GoLogiq Purchase;

	·	all of the prospective directors of the Company following the closing of the GoLogiq Purchase (other than the additional directors to be designated) and prospective executive officers as a group; and

	·	each stockholder known by us to beneficially own more than five percent of the Company’s common stock shares following the closing of the GoLogiq Purchase.

	RCRT			GOLQ		Adjustments			Pro forma

ASSETS
Current Assets
Cash and cash equivalents		442,456			2,885		(442,456	)		2,885
other current assets		1,664,480					(1,664,480	)		-
Total current assets		2,106,936			2,885		(2,106,936	)		2,885

Intangible assets, net		1,945,264			8,968,000		6,384,799			17,298,063
Goodwill		7,101,084			2,832,000		(2,865,731	)		7,067,353
Property and equipment		48,825					(48,825	)		-
TOTAL ASSETS		11,202,109			11,802,885		1,363,307			24,368,301
LIABILITIES AND STOCKHOLDER’S EQUITY
Current Liabilities
Accounts payable and accrued liabilities		9,342,147			1,123,771		(9,342,147	)		1,123,771
Due to a related party					483,921		-			483,921
Total Liabilities		9,342,147			1,607,692		(9,342,147	)		1,607,692
Contingent consideration							21,893,972			21,893,972
Stockholder’s Equity
Preferred stock, Series D, $0.0001 par value; 2,000,000 shares authorized; 0 shares issued and outstanding as of June 30, 2023
Preferred stock, Series E, $0.0001 par value; 775,000 shares authorized; 86,000 shares issued and outstanding as of June 30, 202		9					-			9
Common stock, $0.0001 par value; 100,000,000 shares authorized; 1,186,143 and 1,423,253 shares issued and outstanding actual and pro forma, respectively.		119					23			142
Additional paid-in capital		75,915,060			10,195,193		(4,087,457	)		82,022,796
Share subscriptions receivable
Accumulated deficit		(74,055,226	)				(7,101,084	)		(81,156,310	)
Total Stockholder’s Equity		1,859,962			10,195,193		(11,188,518	)		866,637

TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY		11,202,109			11,802,885		1,363,307			24,368,301

Cash	$	2,885
Liabilities		(1,607,692	)
Intangible assets		17,298,063
Goodwill		7,067,353
Total consideration transferred	$	22,760,609

	1.	Strategic Compatibility: We confirmed that Job Mobz aligns seamlessly with our long-term strategic goals, including market expansion and product diversification.

	2.	Financial Health: After due diligence, which included review of the unaudited financial statements of Job Mobz, we found Job Mobz to possess stable revenue streams and manageable liabilities.

	3.	Fair Valuation: We did not perform an independent financial valuation of Job Mobz; however, the consideration offered was the best that Recruiter.com received.

	4.	Synergies Identified: Our teams projected significant operational and financial synergies post-acquisition, leading to an enhanced overall profitability outlook.

	5.	Transaction Contingencies: All necessary conditions for closing, such as final shareholder approval and financing commitments, have been detailed and are underway.

	6.	Shareholder Interests Aligned: Above all, we determined that the acquisition is in the best interests of our shareholders, promising both short-term gains and long-term value.

Recruiter.com Group, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Balance Sheets

	As of June 30, 2023
	Recruiter.com Historical			Pro Forma Adjustments			Pro Forma

ASSETS

Current assets:
Cash	$	442,456		$	1,723,780	(d)	$	2,166,236
Accounts receivable, net of allowance for doubtful accounts of $1,558,728 historical and $0 pro forma		1,398,670			(1,339,678	)(e)		58,992
Prepaid expenses and other current assets		265,810			-			265,810

Total current assets		2,106,936			384,102			2,491,038

Property and equipment, net of accumulated depreciation of $29,724		48,825			-			48,825
Intangible assets, net		1,945,264			(1,296,019	)(f)		649,245
Goodwill		7,101,084			(6,038,256	)(f)		1,062,828

Total assets	$	11,202,109		$	(6,950,173	)	$	4,251,936

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable	$	1,392,436		$	(1,340,137	)(g)	$	52,299
Accrued expenses		879,241			-			879,241
Accrued compensation		214,286			-			214,286
Accrued interest		175,515			-			175,515
Deferred payroll taxes		2,484			-			2,484
Other liabilities		386,805			-			386,805
Loans payable - current portion, net of debt discount		4,230,479			-			4,230,479
Refundable deposit on preferred stock purchase		285,000			-			285,000
Warrant liability for puttable warrants		600,000			-			600,000
Deferred revenue		174,591			(52,444	)(g)		122,147

Total current liabilities		8,340,837			(1,392,581	)		6,948,256

Loans payable - long term portion, net of discount		1,001,310			-			1,001,310

Total liabilities		9,342,147			(1,392,581	)		7,949,566

Commitments and contingencies

Stockholders' Equity:
Preferred stock, Series D, $0.0001 par value; 2,000,000 shares authorized, no shares issued and outstanding as of June 30 2023		-			-			-
Preferred stock, Series E, $0.0001 par value; 775,000 shares authorized, 86,00 shares issued and outstanding as of June 30, 2023		9			-			9
Preferred stock, Series F, $0.0001 par value; 200,000 shares authorized, no shares issued and outstanding as of June 30, 2023		-			-			-
Common stock, $0.0001 par value; 100,000,000 shares authorized, 17,210,085 shares issued and outstanding as of June 30, 2023		1,780			-			1,780
Shares to be issued, 587,945 shares as of June 30, 2023		-			-			-
Additional paid-in capital		75,913,399			-			75,913,399
Accumulated deficit		(74,055,226	)		(5,557,592	)(h)		(79,612,818	)
Total stockholders' equity		1,859,962			(5,557,592	)		(3,697,630	)

Total liabilities and stockholders' equity	$	11,202,109		$	(6,950,173	)	$	4,251,936

Recruiter.com Group, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Operations

	For the six months ended June 30, 2023
	Recruiter.com Historical			Pro Forma Adjustments			Pro Forma
Revenue	$	5,333,868		$	(4,931,684	)(a)	$	402,184
Cost of revenue		4,159,586			(4,074,936	)(a)		84,650

Gross profit		1,174,282			(856,749	)		317,533

Operating expenses:
Sales and marketing		236,036			(203,737	)(b)		32,299
Product development (including related party expense of $27,041)		326,562			(326,562	)(b)		-
Amortization of intangibles		633,428			(633,428	)(b)		-
General and administrative (including share-based compensation expense of $726,509)		3,720,704			(54,336	)(b)		3,666,368
Total operating expenses		4,916,730			(1,218,063	)		3,698,667

Loss from Operations		(3,742,448	)		361,314			(3,381,134	)

Other income (expenses):
Interest expense		(1,161,369	)		-			(1,161,369	)
Other income		756,099			-			756,099
Finance costs		(327,073	)		-			(327,073	)
Gain on settlement of payables		178,749			-			178,749
Total other expenses		(553,594	)		-			(405,270	)

Loss before income taxes		(4,296,042	)		361,314			(3,786,404	)
Provision for income taxes		-			-			-
Net loss	$	(4,296,042	)	$	361,314		$	(3,786,404	)

Deemed dividends		(503,643	)
Net loss attirbutable to common shareholders	$	(4,799,685	)	$	361,314		$	(3,786,404	)

Net loss per common share - basic and diluted	$	(0.28	)				$	(0.22	)
Weighted average common shares - basic and diluted		17,056,900						17,056,900

Recruiter.com Group, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Statement of Operations

	For the year ended December 31, 2022
	Recruiter.com Historical			Pro Forma Adjustments			Pro Forma
Revenue	$	25,372,274		$	(24,137,320	)(a)	$	1,234,954
Cost of revenue		16,624,690			(16,368,309	)(a)		256,381

Gross profit		8,747,584			(7,769,011	)		978,573

Operating expenses:
Sales and marketing		725,687			(630,694	)(b)		94,993
Product development (including related party expense of $36,181)		1,358,675			(1,358,675	)(b)		-
Amortization of intangibles		3,650,206			(3,650,206	)(b)		-
Impairment expense		4,420,539			(4,420,539	)(b)		12,141,659
					12,141,659	(c)
General and administrative (including share-based compensation expense of $4,106,040 and related party expenses of $19,825)		15,324,941			(148,864	)(b)		15,176,077
Total operating expenses		25,480,048			1,932,681			27,412,729

Loss from Operations		(16,732,464	)		(9,701,692	)		(26,434,156	)

Other income (expenses):
Interest expense		(965,323	)		-			(965,323	)
Gain on debt extinguishment		1,205,195						1,205,195
Other income		17,904			-			17,904
Total other income		257,776			-			257,776

Loss before income taxes		(16,474,688	)		(9,701,692	)		(26,176,380	)
Provision for income taxes		-			-			-
Net loss	$	(16,474,688	)	$	(9,701,692	)	$	(26,176,380	)

Deemed dividends		(1,921,213	)
Net loss attributable to common shareholders	$	(18,395,901	)	$	(9,701,692	)	$	(26,176,380	)

Net loss per common share - basic and diluted	$	(1.22	)				$	(1.73	)
Weighted average common shares - basic and diluted		15,128,513						15,128,513

(a)	Adjustments represent the elimination of revenues and cost of goods sold attributable to the sale of the Business.

(b)	Adjustments represent the elimination of sales and marketing, product development, amortization of intangibles, impairment expense, and general and administrative costs attributable to the sale of the Business. Adjustments do not include general corporate and overhead costs that will have a continuing effect on the Company post-closing.

(c)	Adjustments represent the elimination of sales and marketing, product development, amortization of intangibles, impairment expense, and general and administrative costs attributable to the sale of the Business. Adjustments do not include general corporate and overhead costs that will have a continuing effect on the Company post-closing.

(d)	Adjustment represents $1,748,780 of net cash consideration received less $25,000 of closing costs from the sale of the Business.

(e)	Adjustment represents the elimination of accounts receivable related to the sale of the Business.

(f)	Adjustment represents the elimination of intangible assets and goodwill related to the sale of the Business.

(g)	Adjustments represent the elimination of accounts payable and deferred revenue in relation to the sale of the Business.

(h)	Adjustments reflect the pre-tax loss on sale from the Business of $5,557,592 calculated as reflected below. The proforma net loss is reflected as an adjustment to retained earnings. The equity consideration was valued at $0 because it does not have a readily determinable fair value.

	June 30, 2023
Net cash consideration received	$	1,748,780
Net cost basis of from sale Business		(7,281,372	)
Estimated selling expenses		(25,000	)
Loss on sale of Business	$	(5,557,592	)

●	Our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023;

●	Our Quarterly Report on Form 10-Q for the period ended March 31, 2023, filed with the SEC on May 15, 2023

●	Our Quarterly Report on Form 10-Q for the period ended June 30, 2023, filed with the SEC on August 14, 2023; and

●	Our Current Reports on Form 8-K filed with the SEC on June 9, August 22, August 24, and September 5.