8-K
Nixxy, Inc. (NIXX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
FORM 8-K
________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 3, 2024
| RECRUITER.COM GROUP, INC. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Nevada | 001-53641 | 90-1505893 |
| --- | --- | --- |
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
500 Seventh Avenue
New York, New York 10018
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(855) 931-1500
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to 12(b) of the Act:
| Title of class | Trading symbol | Name of exchange on which registered |
|---|---|---|
| Common Stock | RCRT | NASDAQ Capital Market |
| Common Stock Purchase Warrants | RCRTW | NASDAQ Capital Market |
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 1.01 Entry into a Material Definitive Agreement.
The board of directors of Recruiter.com Group, Inc. (the “Company”) approved the appointment of Granger Whitelaw as the Company’s Chief Executive Officer as of March 7, 2024. On April 3, 2024, the board approved an Executive Compensation Letter Agreement with Mr. Whitelaw (the “Agreement”) whereby the Company shall pay Mr. Whitelaw an initial base salary of $10,000 per month along with a discretionary bonus as determined by the board.
The Company intends to propose a comprehensive, definitive and uniform set of executive employment agreements for Mr. Whitelaw at a later date, but until such time the Agreement sets forth the terms and conditions of Mr. Whitelaw’s engagement and appointment. Further details may be found in the Agreement attached herein as Exhibit 2.1.
| Exhibit No. | Description |
|---|---|
| 2.1* | Executive Compensation Letter Agreement with Granger Whitelaw |
*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.
| 2 |
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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.
| Recruiter.com Group, Inc. | ||
|---|---|---|
| Date: April 5, 2024 | By: | /s/ Miles Jennings |
| Miles Jennings | ||
| Chief Financial Officer | ||
| 3 | ||
| --- |
rcrt_ex21.htm EXHIBIT 2.1
Recruiter.com Group, Inc.
April 3, 2024
Dear Mr. Whitelaw,
The board of directors of Recruiter.com Group, Inc. (the “Company”) approved your appointment as Chief Executive Officer as of 3/7/24, 2024 (“Start Date”). The Company intends to propose a definitive and uniform set of definitive executive employment agreements, but until such time this letter sets forth the terms and conditions of your engagement and appointment.
Position: As Chief Executive Officer, you will oversee all Company activities and report directly to the board.
Initial Base Compensation: Your annual initial base salary is $10,000 per month, which you will invoice the company for on an independent contractor basis.
Bonus: The Company may provide a bonus (the “Bonus”) as determined by the Board.
Additional Agreements: You will be required to sign the company privacy/proprietary information and inventions/non-compete/etc. agreements before your start date.
Please indicate your agreement with these terms by signing and dating this agreement below.
Sincerely,
Miles Jennings
CFO
Recruiter.com Group, Inc
Acknowledged: __________________________ Granger Whitelaw