GoLogiq, Inc. (OTC:GOLQ) (“GoLogiq”), a U.S.-based global provider
of fintech and consumer data analytics
, has signed
a definitive agreement (the "Agreement") for a planned purchase of
its fintech assets by Recruiter.com Group, Inc. (NASDAQ:RCRT)
(NASDAQ:RCRTW) ("Recruiter.com" or “Recruiter”), a recruiting
solutions provider.
Under the terms of the Agreement, and subject to
satisfaction of certain closing conditions, Recruiter.com will
acquire GoLogiq’s CreateApp, PayLogiq (operating as AtozPay™),
GoLogiq (operating as AtozGo™), and Radix™ businesses and related
assets that comprise a suite of mobile commerce, e-wallet and
mobile payment and big data analytics platforms.
In consideration for these assets, GoLogiq is to
receive common stock of Recruiter.com equal to approximately 84% of
Recruiter.com, with existing Recruiter.com stockholders initially
maintaining approximately 16%.
Recruiter and GoLogiq plan to review the market
capitalization of Recruiter six months following the closing of the
business combination. If the market capitalization of the combined
company is at least $130 million at that time, additional shares
may be issued to GoLogiq. The company plans to increase its market
capitalization through the combination of the generation of
revenues utilizing the acquired mobile banking assets as well as
through the consummation of several planned and proposed
acquisitions that involve existing revenue generating
businesses.
The Agreement values the combined companies at
approximately $105 million, substantially above the current market
capitalization of Recruiter.com. Recruiter.com will continue to be
listed on the Nasdaq Capital Market and plans to change its name to
a name and branding that would reflect the new fintech focus of the
company.
GoLogiq plans to continue to be quoted on the OTC
Markets and maintain the GammaRey operating subsidiary it recently
acquired. As a result of the transaction, GoLogiq is only changing
the structure of a portion of its asset base from mobile technology
assets to the anticipated receipt of the Recruiter Nasdaq-listed
shares.
GammaRey brought to GoLogiq an asset management
business with nearly $800 million in customer financial assets
under advisement. GammaRey also introduced a pipeline of attractive
acquisition targets which GoLogiq has been pursuing. Given
GoLogiq’s new focus on asset management that was created by the
GammaRey acquisition, the board of GoLogiq believes this
transaction with Recuiter.com will create greater shareholder value
versus maintaining the Fintech assets itself. It also enables
GoLogiq to become a pure play wealth management company with a more
clearly definable market valuation.
GoLogiq plans to distribute the Recruiter shares to
its shareholders via a special distribution/dividend when
permissible under state and federal securities laws. GoLogiq also
plans to change its name and branding to reflect the new asset
management focus of the company and will continue to pursue
business and additional acquisitions in line with its GammaRey
platform.
Concurrent with the closing of the business
combination, Recruiter.com plans to spin out the existing operating
business and assets of Recruiter.com into a newly created company
which would be publicly traded on the OTC Markets. For every share
held of Recruiter.com, Recruiter shareholders will receive via a
special distribution a to-be-determined number of shares of the
spin-out company. Such shares would be in addition to their
retained ownership in the newly combined Nasdaq-traded company. As
a result of the two transactions, shareholders of record of
Recruiter.com as of the record date will hold two publicly traded
securities, those of Recruiter.com and those of the new OTC
spin-out company.
“We are thrilled to announce this significant
milestone for Recruiter.com shareholders," said Evan Sohn, CEO of
Recruiter.com. “We believe the combined transactions will unlock
significant value for our shareholders while creating a new
structure under which the existing Recruiter.com business can
thrive."
GoLogiq CEO, Brent Suen, commented: “Through this
transaction, we believe we have formed a company with an exciting
growth strategy based on a solid foundation of valuable assets,
both financial and human. Given the extensive pipeline of potential
Fintech acquisitions that will be enabled by the Nasdaq listing, we
anticipate it will bring many benefits to all stakeholders.”
Transaction Details
GoLogiq plans to transfer the aforementioned
fintech assets into a special purpose subsidiary, GoLogiq SPV. The
transaction is structured as a stock-for-stock reverse merger
whereby all of the GoLogiq SPV outstanding equity interests are to
be exchanged for shares of Recruiter.com’s common stock.
The board of directors of both companies have
unanimously approved the business combination. The transaction is
expected to close in late third quarter or early fourth quarter of
2023, subject to satisfying certain closing conditions which
include the completion of satisfactory due diligence by both
parties and the receipt of shareholder approval by both
companies.
All but one of the current directors of Recruiter
will resign effective upon the closing of the transaction, and the
existing directors of GoLogiq shall be appointed to the board of
Recruiter, with Brent Suen appointed chairman.
Transaction Advisors
Joseph Gunnar & Co., LLC is acting as the
exclusive financial advisor to Recruiter.com and GoLogiq in
connection with the transaction. Lucosky Brookman LLP is serving as
legal counsel to Recruiter.com, with Kline Law Group, LLP serving
as legal counsel to GoLogiq.
About Recruiter.com
GroupRecruiter.com is an on-demand recruiting platform
providing flexible talent acquisition solutions that scale from
startups to the Fortune 100. With an on-tap network of thousands of
recruiting professionals and recruitment marketing automation,
Recruiter.com helps businesses solve today's complex hiring
challenges. To learn more, visit www.recruiter.com.
Please follow these social media channels for
additional updates:LinkedIn Recruiter Network Group:
www.linkedin.com/groups/42370/LinkedIn:
www.linkedin.com/company/1240434Twitter:
twitter.com/recruiterdotcomFacebook:
www.facebook.com/RecruiterDotCom
About GoLogiqGoLogiq Inc. is a
U.S.-based global provider of fintech and mobile solutions for
digital transformation and consumer data analytics. Its software
platforms are comprised of CreateApp, a mobile app development and
publishing platform for small-to-medium sized businesses; AtozGo™,
a ‘hyper-local’ app-based delivery platform; AtozPay™, an eWallet
for mobile top-up, e-commerce purchases, bill payment and
microfinance; and Radix™, a Big Data analytics platform.
The company’s GammaRey subsidiary provides wealth
management, direct-to-consumer lending platforms, mortgage broking,
accounting, taxation advice, reporting, structuring, and solutions
for individual investors and small-to-medium businesses in
Australia. It also offers compliance services under its
subsidiary’s Australian Financial Services License, including
advice regarding Managed Investment Schemes (MIS), Self-Managed
Superannuation Funds (SMSF) and other ancillary services.
To learn more, go to gologiq.com or follow the
company on twitter: $GOLQ and @gologiq.
No Regulatory
EndorsementINVESTMENT IN ANY SECURITIES DESCRIBED HEREIN
HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER
REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED
THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
No Offer or SolicitationThis
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Important Information and Where to Find
ItThis press release is being made in respect of the
proposed merger transaction (the “Merger”) involving Recruiter.com
and GoLogiq SPV, or similarly named subsidiary formed for the
purpose of effectuating the Agreement that will hold the
contributed fintech assets of GoLogiq. Recruiter.com intends to
file a registration statement on Form S-4 (or such other form as it
might determine to be applicable) with the Securities and Exchange
Commission (the “SEC”), which will include a proxy statement for
Recruiter.com shareholders and which will also serve as a
prospectus related to offers and sales of the securities of
Recruiter.com after the merger. Recruiter.com will also file other
documents regarding the Merger with the SEC.
Before making any voting or investment decision,
investors and security holders of Recruiter.com and GoLogiq are
urged to carefully read the entire registration statement and proxy
statement/prospectus, when they become available, and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to these documents, because they will contain important
information about the proposed transaction. The documents filed
with the SEC may be obtained free of charge at the SEC’s website
at www.sec.gov.
In addition, the documents filed with the SEC may
be obtained free of charge from Recruiter.com’s website
at investors.recruiter.com.
Participants in the
SolicitationRecruiter.com and certain of its directors and
executive officers may be deemed to be participants in the
solicitation of proxies from stockholders in favor of the approval
of the Merger. Information regarding Recruiter.com’s directors and
executive officers and other persons who may be deemed participants
in the solicitation may be obtained by reading the registration
statement and the proxy statement/prospectus and other relevant
documents filed with the SEC when they become available. Free
copies of these documents may be obtained as described above.
Important Cautions Reading Forward-Looking
Statements Certain statements made herein that are
not historical facts are forward-looking statements within the
meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements
include without limitation, Recruiter.com’s and GoLogiq’s
expectations with respect to the Merger between Recruiter.com and
GoLogiq SPV, or similarly named subsidiary formed for the purpose
of effectuating the Agreement that will hold the contributed
fintech assets of GoLogiq, including statements regarding the
benefits of the transaction, the final structure of the
transaction, the anticipated timing of the transaction, the implied
valuation of GoLogiq, and the products and services offered by
GoLogiq. Words such as “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,”
“will continue,” “will likely result,” and similar expressions are
intended to identify such forward-looking statements.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to
significant risks and uncertainties that could cause the actual
results to differ materially from the expected results. Most of
these factors are outside Recruiter.com’s and GoLogiq’s control and
are difficult to predict. Factors that may cause actual future
events to differ materially from the expected results, include, but
are not limited to: (i) the risk that the merger between
Recruiter.com and GoLogiq SPV (or similarly formed subsidiary to
effectuate the transaction) may not be completed in a timely manner
or at all, which may adversely affect the price of the securities
of Recruiter.com, (ii) the failure to satisfy the conditions to the
consummation of the transaction, including the adoption of the
Agreement by the stockholders of Recruiter.com and GoLogiq’s, (iii)
the occurrence of any event, change or other circumstance that
could give rise to the termination of the Agreement, (iv) the
receipt of an unsolicited offer from another party for an
alternative transaction that could interfere with the Merger, (v)
the effect of the announcement or pendency of the transaction on
GoLogiq’s business relationships, performance, and business
generally, (vi) the inability to recognize the anticipated benefits
of the Merger, which may be affected by, among other things,
competition and the ability of the post-Merger company to grow and
manage growth profitability and retain its key employees, (vii)
costs related to the Merger, (viii) the outcome of any legal
proceedings that may be instituted against Recruiter.com and
GoLogiq following the announcement of the proposed merger, (ix) the
ability to maintain the listing of Recruiter.com’s securities on
Nasdaq, (x) the ability to implement business plans, forecasts, and
other expectations after the completion of the Merger, and identify
and realize additional opportunities, (xi) the risk of downturns
and the possibility of rapid change in the highly competitive
industry in which GoLogiq operates, (xii) the risk that GoLogiq may
not sustain profitability, (xiii) the risk that GoLogiq may need to
raise additional capital to execute its business plan, which many
not be available on acceptable terms or at all, (xiii) the risk
that third-party suppliers and manufacturers are not able to fully
and timely meet their obligations, (xiv) the risk of product
liability or regulatory lawsuits or proceedings relating to the
products and services of GoLogiq, (xv) the risk that GoLogiq is
unable to secure or protect its intellectual property, (xvi) the
risk that the securities of the post-Merger company will not be
approved for listing on Nasdaq or if approved, maintain the
listing, and (xvii) other risks and uncertainties indicated in the
filings that are made from time to time with the SEC by
Recruiter.com (including those under the “Risk Factors” sections
therein). The foregoing list of factors is not exhaustive.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and Recruiter.com and GoLogiq assume no obligation and
do not intend, to update or revise these forward-looking
statements, whether as a result of new information, future events,
or otherwise. GoLogiq Company Contact:Brent Suen,
CEOGoLogiq, Inc.Email Contact
GoLogiq Investor Relations:Ron
BothCMA Investor RelationsTel (949) 432-7566Email contact
GoLogiq Media & ESG
Contact:Tim RandallCMA Media RelationsTel (949)
432-7572Email contact
Recruiter.com Company
Contact:Miles JenningsPresident and
COOinvestors@recruiter.com
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