NIXX 8-K
Nixxy, Inc. (NIXX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in 5.02 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 26,2024, the Company issued 140,187 shares of the Company’s common stock to each of Miles Jennings, the Chief Financial Officer and Director, and Evan Sohn, the Executive Chairman and Director, pursuant to the approval by the Board of Directors and the shareholder vote on the Management Issuance as outlined in the Information Statement on Schedule 14C, dated August 2, 2024. The stock issuance is part of a compensatory arrangement previously approved by the Board on February 13, 2024, and as previously disclosed, to eliminate cash obligations contained in the severance provisions set by their employment agreements, with the Company agreeing to compensate each with $300,000 equivalent in stock compensation with pricing based on the 30-day moving average of the Company’s common stock. At the time of issuance on September 26, 2024, the number of shares issued was calculated based on a 30-day moving average stock price of $2.14 per share. These issuances were made as compensation for their services and in lieu of certain severance, bonus, and target payments that were eliminated as part of an agreement with the Company. The shares were issued as a restricted stock management issuance described above and are fully vested as of the date of issuance.
The shares of common stock issued in connection with the management issuance described above have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. The issuance does not involve a public offering of securities, as the recipient is familiar with the Company's operations and financial condition, and there is no general solicitation or advertising for the securities issued. No underwriters, brokers, or dealers were involved in the transaction.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Name Change
On September 27, 2024, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment to the Articles of Incorporation to change the legal name of the Company from Recruiter.com Group, Inc. to Nixxy, Inc., effective as of December 1, 2024.
In connection with the Company’s name change, the Board amended our bylaws to reflect the name change, effective as of October 1, 2024. No other changes were made to the bylaws.
Copies of the Certificate of Amendment of the Articles of Incorporation and the Amended and Restated Bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and incorporated herein by reference.
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Item 7.01 Regulation FD Disclosure.
On September 30, 2024, the Company issued a press release announcing the name and ticker symbol changes. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
The information contained in this Item 7.01 as well as in Exhibit 99.1 is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.
Item 8.01 Other Events.
New Nasdaq Ticker Symbol
Effective October 1, 2024, Company common stock will trade under the new ticker symbol “NIXX” on the Nasdaq Stock Market, and the Company’s common stock purchase warrants will trade under the symbol “NIXXW”. Outstanding stock certificates for shares of Company common stock continue to be valid and need not be exchanged to reflect the name change.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 1, 2024 | RECRUITER.COM GROUP, INC. | ||
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By: | /s/ Granger Whitelaw | ||
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| Granger Whitelaw |
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| Chief Executive Officer |
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EXHIBIT 3.1
EXHIBIT 3.2
EXHIBIT 99.1
Recruiter.com Group, Inc. Announces Rebranding and Company Name Change to Nixxy, Inc.
Bristol, CT – September 30, 2024 – Recruiter.com Group, Inc. (NASDAQ: RCRT) (the “Company”) today announced a major rebranding to reflect the Company’s continuing evolution, including a corporate name change to Nixxy, Inc. effective October 1, 2024. In addition, the Company’s common stock will trade on the Nasdaq Stock Market under the new ticker symbol “NIXX” effective October 1, 2024. The Company’s warrants will also trade then under the new symbol “NIXXW.”
As part of the name change and the new stock ticker symbol (NIXX), the Company will soon relaunch a new website, new company logo, and associated icon.
The Company will provide further updates regarding its ongoing transition as appropriate.
About Recruiter.com Group, Inc.
Recruiter.com Group, Inc. (NASDAQ: RCRT) is a publicly traded company dedicated to providing innovative technology-enabled solutions and services. As part of an ongoing restructuring, the Company is focused on optimizing its operations to better serve its stakeholders. Through its continued efforts to streamline and enhance its offerings, Recruiter.com Group, Inc. aims to deliver value-driven results for businesses and investors alike. Visit https://investors.recruiter.com for more information and filings.
Contact:
Recruiter.com Group, Inc.
123 Farmington Avenue, Suite 252
Bristol, CT 06010
Phone: (855) 931-1500
Email: [email protected]
Forward-Looking Statements
This press release may contain "forward-looking statements" as defined under applicable securities laws, including, without limitation, statements regarding the completion of the planned CognoGroup spinout, ongoing restructuring efforts, expected future operations, and anticipated partnerships or collaborations. These forward-looking statements reflect the Company’s current views about future events and are subject to certain risks, uncertainties, and assumptions. Actual results, performance, or achievements may differ materially from those described or implied by these statements. Factors that could cause actual results to differ include but are not limited to, general economic conditions, changes in market conditions, the Company’s ability to execute its restructuring plan, legal or regulatory changes, and other risks and uncertainties as described in the Company’s filings with the Securities and Exchange Commission (SEC), including the latest Annual Report on Form 10-K and subsequent filings. The Company undertakes no obligation to update or revise any forward-looking statements, except as required by law.
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Risks and Uncertainties
We advise readers that these forward-looking statements are subject to risks, uncertainties, and other factors, many of which are outside of our control, that could cause actual results to differ significantly from those expressed or implied. Such risks include, but are not limited to, market conditions, competition, and regulatory changes, as well as those items mentioned in our latest filings with the SEC, including our annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K.
Third-Party Information
We do not endorse or accept any responsibility for third-party projections or data referenced in this press release. Any reliance on such information is at the user's own risk.
Disclaimer
This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company. Any offers, solicitations, or recommendations to purchase or sell securities will be made only through appropriate legal documentation and only in jurisdictions where such offers, solicitations, or recommendations are legally permitted. The Company makes no representations or warranties about the accuracy or completeness of the information contained in this press release, and any reliance on this information is strictly at your own risk.
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