Item 1.01 Entry into a Material Definitive Agreement.
Asset Purchase Agreement
On
Parrut does business as Uncubed and, pursuant to the Purchase Agreement, the
Company acquired the assets of the
The amount due at closing was
The Purchase Agreement includes customary representations, warranties and covenants of the Company and Parrut. The representations and warranties made by each party were made solely for the benefit of the other party and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk between the parties to the Purchase Agreement if those statements prove to be inaccurate; (ii) may have been qualified in the Purchase Agreement by disclosures that were made to the other party in disclosure schedules to the Purchase Agreement, and (iii) were made only as of the date of the Purchase Agreement or such other date or dates as may be specified in the Purchase Agreement.
The Purchase Agreement also contains post-closing indemnification provisions pursuant to which Parrut has agreed to indemnify the Company against losses resulting from certain events, including breaches of representations and warranties, covenants and certain other matters.
The foregoing is only a summary description of the Purchase Agreement and it does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the document, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Registration Rights Agreement
In connection with entering into the Purchase Agreement, the Company and Parrut executed a Registration Rights Agreement (the "Registration Rights Agreement") whereby the Company agreed to register under the Securities Act of 1933, as amended (the "Securities Act"), for resale, subject to certain limitations, shares issued to Parrut pursuant to the Purchase Agreement.
Following the six-month anniversary of the Purchase Agreement closing, and
within the five-year period immediately following the six-month anniversary,
Parrut is entitled to request that the Company register all or part of the
shares of the Common Stock held by Parrut on a long-form or short-form
registration statement on one or more occasions in the future, which
registrations may be "shelf registrations." Parrut is also entitled to
participate in certain registered offerings by the Company, subject to the terms
and conditions in the Registration Rights Agreement. The Company will pay
Parrut's expenses in connection with Parrut's exercise of these rights. The
registration rights described in this paragraph apply to (i) all shares of
Common Stock acquired by Parrut pursuant to the Purchase Agreement and the
promissory note, and (ii) any securities into which such shares of the Common
Stock may be converted or exchanged pursuant to any merger, consolidation, sale
of all or any part of its assets, corporate conversion or other extraordinary
transaction of the Company and any equity securities of the Company then
outstanding that were issued or issuable as a dividend, stock split or other
distribution with respect to or in replacement of such shares of Common Stock
(the "
The foregoing is only a summary description of the Registration Rights Agreement and it does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the document, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The applicable information set forth in Item 1.01 of this 8-K is incorporated by reference in this Item 2.01.
Financial statements will not be filed in connection with the closing of the Purchase Agreement. Although the Company has determined it acquired a business, this purchase did not meet any of the conditions specified in Regulation S-X Rules 1-02(w) and 3-05(b) which would require the filing of financial statements.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
To the extent required by Item 2.03 of Form 8-K, the information contained in
Item 1.01 of this Current Report on Form 8-K with regard to the
The foregoing is only a summary description of the Note and it does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the document, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02 Unregistered Sales of
The 257,545 shares issued pursuant to the Purchase Agreement disclosed in Item 1.01 above were issued in reliance upon the exemption from registration pursuant to Section 4(a)(2) of the Securities Act.
As previously disclosed, on
On
In connection with the closing of the Offering, on
The new securities issued as described in the previous paragraph were not registered under the Securities Act but qualified for exemption under Section 3(a)(9) of the Securities Act. The new securities issued are restricted and no party was paid remuneration in connection with the exchange.
Following the issuance of (a) 6,503,874 shares of Common Stock as described in this Current Report on Form 8-K, (257,545 shares issued to the Parrut shareholders plus 1,489,437 shares issued to the Debenture Holders plus 4,756,892 shares issued to the Preferred Stock and warrant holders) and (b) the 360,000 over-allotment shares, the Company now has 13,551,721 shares of Common Stock outstanding.
Item 9.01. Exhibits. (d) Exhibits Exhibit No. Exhibit 4.1 Promissory Note issued toParrut, Inc. onJuly 7, 2021 . 10.1# Asset Purchase Agreement dated as ofJuly 7, 2021 , amongRecruiter.com Group, Inc. , andParrut, Inc. , and individuals named therein. 10.2 Registration Rights Agreement, dated as ofJuly 7, 2021 , by and betweenRecruiter.com Group, Inc. , andParrut, Inc.
# Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K.
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