Item 1.01 Entry into a Material Definitive Agreement.





Novo Amendment

On February 2, 2023, Recruiter.com Group, Inc. (the "Company") entered into a Consent and Amendment No. 1 to Promissory Note with Novo Group, Inc. ("Novo") and Montage Capital II, L.P. (solely with respect to Section 2 thereof) ("Montage") effective November 1, 2022 (the "Novo Amendment"). The Novo Amendment modifies the Promissory Note issued to Novo on August 27, 2021 (the "Novo Note") by amending the payment schedule pursuant to which the Company shall make payments of principal and interest to Novo, as further described in the Novo Amendment.

The summary of the Novo Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Novo Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.





Montage Amendment

On February 2, 2023, the Company entered into a First Amendment to Loan and Security Agreement (the "Montage Amendment"), by and between the Company, its subsidiaries (Recruiter.com, Inc., Recruiter.com Recruiting Solutions, LLC, Recruiter.com Consulting, LLC, VocaWorks, Inc., Recruiter.com Scouted, Inc., Recruiter.com Upsider, Inc., and Recruiter.com - OneWire, Inc.), and Montage, effective as December 18, 2022. The Montage Amendment modifies that certain Loan and Security Agreement by and among the Company, its subsidiaries, and Montage to provide the Company with additional time to meet certain post-closing covenants.

The summary of the Montage Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Montage Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K.





Warrant Amendments

On February 3, 2023, the Company entered into amendments (the "Warrant Amendments") to Common Stock Purchase Warrants issued on August 17, 2022 (the "Warrants") to each of Cavalry Fund I LP, Firstfire Global Opportunities Fund LLC, and Porter Partners, L.P. (the "Warrantholders"). The Warrant Amendments modify the time period until the Warrantholders are permitted to exercise the Warrants by means of a "cashless exercise." In addition, the Warrant Amendments lower the exercise price of the Warrants to $0.38 per warrant share, as further described in the Warrant Amendments. As a result of the lowered exercise price of the Warrants, the exercise price of warrants issued by the Company on May 28, 2020, January 5, 2021, January 20, 2021, August 17, 2022, and August 30, 2022, will be automatically lowered to $0.38 per warrant share.

The summary of the Warrant Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Warrant Amendments, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K.

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 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits:



Exhibit    Description
  4.1        Form of First Amendment to Common Stock Purchase Warrant dated as of
           February 3, 2023.
  10.1       Consent and Amendment No. 1 to Promissory Note, by and between the
           Company, Novo Group, Inc., and Montage Capital II, L.P. dated February
           2, 2023 and effective as of November 1, 2022.
  10.2       First Amendment to Loan and Security Agreement, by and among the
           Company, its subsidiaries, and Montage Capital II, L.P. dated February
           2, 2023 and effective December 18, 2022.
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).





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