rcrt_corresp
Recruiter.com
Group, Inc.
500
Seventh Avenue
New York, New York 10018
April
20, 2023
Via Edgar
Ms.
Aliya Ishmukhamedova
Staff
Attorney
Division
of Corporation Finance
United
States Securities and Exchange Commission
100 F
Street, N.E.
Re:
Recruiter.com
Group, Inc.
Registration
Statement on Form S-3
Filed
March 16, 2023
File
No. 333-270611
Dear
Ms. Ishmukhamedova:
We have
received your comments to the Registration Statement on Form S-3
(the “Filing”), filed by Recruiter.com Group, Inc. (the
“Company”), set forth in your letter dated March 24,
2023 (the “Comment Letter”). For your convenience, we
have repeated the text of your comment, followed by our
response.
We
respectfully respond to the comment set out in the Comment Letter
as follows:
1.
Please
update your financial statements and related financial information
throughout in accordance with Rule 8-08 of Regulation
S-X
Response: We have updated the Filing to
update our financial statements and related financial
information.
2.
Please
separately disclose the number of common stock and the number of
common stock issuable upon the exercise of warrants that are being
offered by the selling shareholders.
Response: We have updated the table
under “Selling Stockholders” to separately disclose the
number of common stock and the number of common stock issuable upon
the exercise of warrants that are being offered by the selling
shareholders.
3.
Please
disclose that the company received a letter from
NASDAQ notifying the company that the company does not meet
the continued listing requirements and that it has until May 17,
2023 to regain compliance.
Response: We have revised our
disclosure to add a risk factor relating to the fact that the
Company received a letter from NASDAQ notifying the Company that
the Company does not meet the continued listing requirements and
that it has until May 17, 2023 to regain compliance.
If you
have any questions regarding any of the foregoing, please contact
Jeremy Siegfried, Porter Wright Morris & Arthur LLP, 41 S. High
Street, Columbus, Ohio 43215, telephone (614)
227-2181.
Thank
you for your assistance.
Sincerely,
Recruiter.com
Group, Inc.
/s/
Evan Sohn,
Evan
Sohn, Chief Executive Officer
Jeremy
D. Siegfried