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Correspondence 0001654954-23-005012 from Nixxy, Inc. (NIXX)

Nixxy, Inc.
Date: April 20, 2023 · CIK: 0001462223 · Accession: 0001654954-23-005012

AI Filing Summary & Sentiment

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Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

File numbers found in text: 333-270611

Referenced dates: March 24, 2023

Date
April 20, 2023
Author
as follows
Form
CORRESP
Company
Nixxy, Inc.

Letter

Via Edgar Division of Corporation Finance United States Securities and Exchange Commission 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.

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CORRESP
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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.

Washington, D.C. 20549

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

cc:

Jan
Woo

Jeremy
D. Siegfried