Recruiter.com amends GoLogiq deal; CEO change, milestone-based dilution up to 84%

Nixxy, Inc.

At closing, seller receives 19.99% of RCRT shares (16.66% post-issue).
Revenue milestones: $2M (6 mo) -> 40% ownership; $4M (9 mo) -> 64%; $6M (12 mo) -> 84% fully diluted.
Earn-out: if market cap exceeds $105M on 6-month date, seller gets additional shares based on tiers up to 90% of excess.
Granger Whitelaw (GoLogiq CEO) to become CEO of Recruiter.com after closing; one board seat to seller nominee.
Amendment replaces August 18 version; transaction originally disclosed June 5, 2023.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Nixxy, Inc. amended Amendment to Stock Purchase Agreement with GoLogiq Inc. valued at 19.99% of the number of issued and outstanding shares of the Buyer Common Stock on the business day (effective 2023-08-29).

Action: amendment
Agreement: merger
Counterparty: GoLogiq Inc.
Value: 19.99% of the number of issued and outstanding shares of the Buyer Common Stock on the business day
Effective: 2023-08-29

Exact text from the filing

On August 29, 2023, the Buyer and the Seller entered into that certain Amendment to Stock Purchase Agreement with the Seller (the "August 29 th Amendment").

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Nixxy, Inc. filing history →

Source: SEC EDGAR

accession 0001654954-23-011550

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