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Recruiter.com Announces Shareholder Update

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Recruiter.com Group, Inc. announces significant steps in restructuring plans, including a licensing agreement with GoLogiq, strategic sale to Job Mobz, and asset spin-out plans. The Company aims to empower small and medium-sized businesses with enhanced mobile app technology and streamline operations to unlock shareholder value.
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Recruiter.com's strategic transformation, including the exclusive licensing agreement with GoLogiq, Inc., positions the company to capitalize on the growing demand for mobile app development among small and medium-sized businesses. The focus on the O2O market, which is currently underserved in North America, could present a significant growth opportunity. The licensing deal allows Recruiter.com to leverage GoLogiq's fintech and AI technology, potentially driving innovation and competitive advantage in a market that values differentiation.

The issuance of 19.99% of the company's outstanding stock as part of the compensation for the license suggests a strong commitment to the partnership and aligns interests between the two companies. However, this dilution could impact current shareholders' equity. An 8% fee on sales also indicates a continuous revenue stream for GoLogiq, but it's crucial to monitor the balance between growth investments and profitability.

The restructuring plan's impact on Recruiter.com's financial health is multifaceted. The Gologiq Licensing Agreement's potential addition of $3.5M in assets is a positive step towards addressing Nasdaq's minimum shareholders' equity requirement. If the agreement does indeed bolster the balance sheet as management expects, it could help mitigate the risk of delisting and reassure investors regarding the company's financial stability.

However, the ongoing strategic sale to Job Mobz and the asset spin-out to CognoGroup introduce complexity. Removing the condition for shareholder approval in the Job Mobz transaction may expedite the process but also raises questions about shareholder rights and corporate governance. Investors should closely monitor the outcomes of the Nasdaq hearing and the company's efforts to meet compliance standards, as these will have direct implications for stock performance and investor confidence.

The amendment with Job Mobz, which removes the need for shareholder approval, could streamline the acquisition process but may also raise concerns about the transparency and decision-making process within the company. It's essential to consider the legal implications of such changes, especially in the context of corporate governance and fiduciary responsibilities. The upcoming Nasdaq hearing is another critical legal juncture for Recruiter.com. Compliance with Nasdaq's requirements is paramount for maintaining its listing and avoiding potential legal and financial repercussions.

The filing of a Proxy Statement for the election of Directors and the ratification of an independent auditor signifies a move towards resolving compliance issues with Nasdaq's annual meeting requirement. Stakeholders should evaluate the outcomes of these corporate actions for any legal ramifications that could affect their interests.

NEW YORK, NY / ACCESSWIRE / February 26, 2024 / Recruiter.com Group, Inc. (NASDAQ:RCRT)(NASDAQ:RCRTW) ("Recruiter.com" or "the Company") today announced significant steps forward in its restructuring plans.

"We are at a pivotal moment, embarking on a strategic transformation through our licensing agreement with GoLogiq, Inc. (OTC:GOLQ)," said Miles Jennings, CEO of the Company. "This marks our repositioning towards empowering small and medium-sized businesses that sell mostly offline but need the enhanced ability to have their own mobile app with the financial ecosystem and analytical/predictive functionality usually found with higher-end customized mobile apps. Having the exclusive global rights to the CreateApp / Radix AI platform technology, there are compelling opportunities to partner with or acquire offline-to-online ("O2O") enablers and rapidly scale a business that is currently underserved in North America."

"Moreover, our ongoing strategic sale to Job Mobz and asset spin-out plans are designed to streamline our operations and unlock shareholder value. We are navigating through difficult financial and compliance complexities while focusing on delivering long-term growth. This is a challenging but exciting time for the Company, and I am confident that these strategic initiatives will help enhance stakeholder value."

License Agreement - GOLQ

On February 23, 2024, the Company entered a Technology License and Commercialization Agreement with GoLogiq, Inc. (the "GOLQ Licensing Agreement").

Under the GOLQ Licensing Agreement, GoLogiq grants the Company a worldwide, exclusive license to develop its fintech technology and sell products derived thereof, including its Createapp, Paylogiq, Gologiq, and Radix AI technology and products, for a term of 10 years, with automatic two (2) year renewals.

The GOLQ Licensing Agreement supersedes and replaces the original agreements entered into with GoLogiq last year. The compensation for the license includes the issuance of 19.99% of the Company's outstanding stock and an 8% fee on sales of the products.

"This licensing agreement represents an exciting opportunity for mutual growth and success," said Granger Whitelaw, CEO at GoLogiq. "By collaborating with the Company and its management, we are confident that we can achieve even greater heights in advancing our technology and capturing market share in critical areas we have developed for years, especially our Radix AI platform."

Acquisition Update - Job Mobz

As announced on December 30, 2023, the Company extended the terms for Job Mobz to close on purchasing certain intellectual property of the Company, including the Recruiter.com website and corresponding trademark.

The Company reports today that the acquisition is still in process and is expected to close, subject to the satisfaction of closing conditions. The Company also signed an amendment with Job Mobz on February 13, 2024, removing the condition in the original agreement for shareholder approval. The transaction is expected but not guaranteed to close within thirty days.

Spin-Out Update - CognoGroup

The Company is continuing its previously announced plans to consolidate its current assets into Atlantic Energy Solutions (OTC:AESO), which is planned to be renamed CognoGroup ("CognoGroup").

CognoGroup is planned to hold several assets and operating businesses, including Mediabistro, a leading job board for the media industry, the partnership with and shares of Job Mobz after the Recruiter.com transaction closes, shares of Futuris, Inc. granted to the Company from the recent sale of its healthcare staffing business, and other assets and ventures centered around artificial intelligence and recruitment technology.

On February 12, 2024, the Company's Board voted unanimously to perform certain administrative actions necessary to prepare for and effectuate the spin-out, including corporate restructuring and renaming.

Financial and Compliance Update

The Company issued an 8K on February 23, 2024 disclosing two additional topics. Nasdaq informed the Company that it did not comply with the minimum shareholders' equity and shareholder meeting requirements. The Company will have a hearing to review these matters on April 18, 2024.

Company management believes that the Company has taken the necessary steps to address the shareholder's equity issue and further believes that the Gologiq Licensing Agreement should add approximately $3.5M in assets to the Company's balance sheet and, as a result, should substantially exceed the level required by Nasdaq. In addition, the Company plans to soon file a Proxy Statement for the election of Directors and to ratify Salberg & Company, P.A. as its independent registered auditor, along with other corporate matters. This will satisfy Nasdaq's annual meeting requirement.

For more details on these matters, please see the 8K at SEC.gov and https://investors.recruiter.com.

About Recruiter.com Group, Inc.

Recruiter.com is a versatile recruiting platform that provides flexible talent acquisition solutions scaling from startups to the Fortune 100. With an expansive network of recruiting professionals and sophisticated recruitment marketing automation, Recruiter.com solves complex hiring challenges for businesses across the globe.

For investor information, please visit https://investors.recruiter.com

  • LinkedIn Recruiter Network Group: https://www.linkedin.com/groups/42370/
  • LinkedIn Company Page: https://www.linkedin.com/company/1240434
  • Twitter Company Page: https://twitter.com/recruiterdotcom
  • Facebook Company Page: https://www.facebook.com/RecruiterDotCom

Forward-Looking Statements

This press release includes statements that may be considered forward-looking within the context of the Private Securities Litigation Reform Act of 1995 and under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended. These statements are based on the current expectations, estimates, forecasts, and projections about the sectors Recruiter.com Group, Inc. (the Company) operates in and the beliefs and assumptions of our management team.

Terms such as "expects," "anticipates," "aims," "projects," "plans," "believes," "estimates," and similar expressions or future or conditional verbs such as "will," "should," "would," "may," and "could" are intended to identify forward-looking statements. These include statements about our anticipated financial performance, market position, product development, growth potential, and future plans and objectives.

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.

No Solicitation

Nothing in this press release should be construed as an offer to sell, or a solicitation of an offer to buy, any securities of the Company, nor will there be any sale of these securities in any jurisdiction where such offer, solicitation, or sale would be unlawful before registration or qualification under the securities laws of that jurisdiction.

Recruiter Company Contact:

Miles Jennings, CEO
investors@recruiter.com

SOURCE: Recruiter.com Group, Inc.



View the original press release on accesswire.com

FAQ

What is the ticker symbol for Recruiter.com Group, Inc.?

The ticker symbol for Recruiter.com Group, Inc. is RCRT.

What was announced by Recruiter.com Group, Inc. on February 26, 2024?

Recruiter.com Group, Inc. announced significant steps forward in its restructuring plans, including a licensing agreement with GoLogiq, strategic sale to Job Mobz, and asset spin-out plans.

Who is the CEO of Recruiter.com Group, Inc.?

Miles Jennings is the CEO of Recruiter.com Group, Inc.

What is the Technology License and Commercialization Agreement with GoLogiq about?

The Technology License and Commercialization Agreement with GoLogiq grants Recruiter.com Group, Inc. a worldwide, exclusive license to develop fintech technology and sell products derived thereof, including Createapp, Paylogiq, Gologiq, and Radix AI technology and products.

What is the compensation for the license under the GOLQ Licensing Agreement?

The compensation for the license includes the issuance of 19.99% of Recruiter.com Group, Inc.'s outstanding stock and an 8% fee on sales of the products.

What is the update on the acquisition by Job Mobz?

The acquisition by Job Mobz is still in process and expected to close, subject to the satisfaction of closing conditions. The transaction is expected to close within thirty days.

What is the update on the spin-out plans by Recruiter.com Group, Inc.?

Recruiter.com Group, Inc. is continuing its plans to consolidate assets into CognoGroup, which will hold assets and operating businesses including Mediabistro, partnership with Job Mobz, shares of Futuris, Inc., and ventures in artificial intelligence and recruitment technology.

What financial and compliance updates were disclosed by Recruiter.com Group, Inc.?

Recruiter.com Group, Inc. disclosed in an 8K filing that it did not comply with the minimum shareholders' equity and shareholder meeting requirements. The Company believes the Gologiq Licensing Agreement should add approximately $3.5M in assets to its balance sheet, addressing the shareholder's equity issue.

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