Washington, D.C. 20549

 

 

 

 

Date of Report (Date of earliest event reported):

 

(Exact name of registrant as specified in its charter)

 

 

(Address of Principal Executive Offices)

 

Registrant’s telephone number, including area code

 

(Former name or former address, if changed since last report)

 

 

 

 

As previously disclosed, on June 5, 2023, Recruiter.com Group, Inc., a Nevada corporation (“Recruiter”, “RCRT”, or the “Buyer”) entered into that certain Stock Purchase Agreement (the “GOLQ Agreement”) with GoLogiq Inc. (“GoLogiq”, “GOLQ”, “Seller”, or the “Company”). The Seller owns all of the issued and outstanding membership interest (the “Company Membership Interests”) of GoLogiq SPV LLC, a Nevada limited liability company (the “Operating Subsidiary”). Pursuant to the Agreement, the Seller would sell to the Buyer, and Buyer would purchase from Seller the Operating Subsidiary Membership Interests, upon the terms and subject to the conditions of the GOLQ Agreement, as amended.

 

As also previously disclosed, on August 18, 2023, the Buyer entered into that certain Amendment to GOLQ Agreement with the Seller (the “August 18 Amendment”).

 

On August 29, 2023, the Buyer and the Seller entered into that certain Amendment to Stock Purchase Agreement with the Seller (the “August 29 Amendment”). The August 29 Amendment replaces the August 18 Amendment.

 

On February 23, 2024, the Company entered into a certain Technology License and Commercialization Agreement with Recruiter (the “GOLQ Licensing Agreement”) that supersedes and replaces in its entirety the GOLQ Agreement, as amended by the August 29 Amendment and the August 18 Amendment.  Under the GOLQ Licensing Agreement, the Company grants Recruiter a worldwide, exclusive license (the “GOLQ License”) to develop its fintech technology (the “GOLQ Technology”) and sell products derived thereof, including its Createapp, Paylogiq, Gologiq, and Radix AI technology and products (the “Licensed Products”), for a term of 10 years, with automatic two (2) year renewals as further described therein (the “Term”). In exchange with such license, Recruiter will issue to GOLQ such number of shares of Recruiter common stock that represents 19.99% of the number of issued and outstanding shares of Recruiter common stock on the business day prior to the effective date as defined therein (the “Shares”).  Following the issuance of the Shares, GOLQ will own 16.66% of the issued and outstanding shares of Recruiter common stock.   In addition, Recruiter shall pay to GOLQ a royalty of eight percent (8%) of net sales of Licensed Products, as defined therein, during the Term. Further, GOLQ grants to Recruiter the option to purchase the GOLQ Technology and the Licensed Products for a purchase price of $400,000 for the duration of the Term, subject to shareholder approval if required under applicable laws and regulations at the time of notice of exercise.  

*Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish copies of any of the omitted schedules or exhibits upon request of the U.S. Securities and Exchange Commission.

 

 

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.