SEC Comment Letter 0000000000-23-003007 to Nixxy, Inc. (NIXX)
Nixxy, Inc.
Date: March 24, 2023 · CIK: 0001462223 · Accession: 0000000000-23-003007
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-270611
Letter
United States securities and exchange commission logo March 24, 2023 Evan Sohn Chief Executive Officer Recruiter.com Group, Inc. 500 Seventh Avenue New York, New York 10018 Re:Recruiter.com Group, Inc. Registration Statement on Form S-3 Filed March 16, 2023 File No. 333-270611 Dear Evan Sohn: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Form S-3 filed March 16, 2023 General 1.Please update your financial statements and related financial information throughout in accordance with Rule 8-08 of Regulation S-X. 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. 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. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
FirstName LastNameEvan Sohn Comapany NameRecruiter.com Group, Inc. March 24, 2023 Page 2 FirstName LastName Evan Sohn Recruiter.com Group, Inc. March 24, 2023 Page 2 action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Aliya Ishmukhamedova, Staff Attorney, at 202-551-7519 or Jan Woo, Legal Branch Chief, at 202-551-3453 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Jeremy D. Siegfried, Esq.
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United States securities and exchange commission logo
March 24, 2023
Evan Sohn
Chief Executive Officer
Recruiter.com Group, Inc.
500 Seventh Avenue
New York, New York 10018
Re:Recruiter.com Group, Inc.
Registration Statement on Form S-3
Filed March 16, 2023
File No. 333-270611
Dear Evan Sohn:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-3 filed March 16, 2023
General
1.Please update your financial statements and related financial information throughout in
accordance with Rule 8-08 of Regulation S-X.
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.
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.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
FirstName LastNameEvan Sohn
Comapany NameRecruiter.com Group, Inc.
March 24, 2023 Page 2
FirstName LastName
Evan Sohn
Recruiter.com Group, Inc.
March 24, 2023
Page 2
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Aliya Ishmukhamedova, Staff Attorney, at 202-551-7519 or Jan Woo,
Legal Branch Chief, at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Jeremy D. Siegfried, Esq.