Attached files
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EX-23.1 - CONSENT OF SALBERG & COMPANY, P.A. - Recruiter.com Group, Inc. | rcrt_ex231.htm |
EX-5.1 - OPINION OF LUCOSKY BROOKMAN, LLP - Recruiter.com Group, Inc. | rcrt_ex51.htm |
As filed with the Securities and Exchange Commission on June 29,
2021
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RECRUITER.COM GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada
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7371
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90-1505893
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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100 Waugh Dr. Suite 300
Houston, Texas 77007
(855) 931-1500
(Address, including zip code, and telephone number, including area
code, of registrant’s principal executive
offices)
Evan Sohn
Chief Executive Officer
100 Waugh Dr. Suite 300
Houston, Texas 77007
(855) 931-1500
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
Joseph Lucosky, Esq.
Lucosky Brookman LLP
101 Wood Avenue South
Woodbridge, New Jersey 08830
(732) 395-4400
Steven D. Uslaner, Esq
Mark F. Coldwell, Esq.
Littman Krooks LLP
655 Third Avenue
New York, New York 10017
(212) 490-2020
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the effective date of
this registration statement.
If any
of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box.
☑
If this
Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. ☑ 333-249208
If this
Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering.
☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the
Securities Exchange Act of 1934.
Large
accelerated filer ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☑
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Smaller
reporting company ☑
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Emerging
growth company ☑
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If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 7(a)(2)(B) of the Securities Act.
☑
CALCULATION OF REGISTRATION FEE
Title
of each Class of Security being registered
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Proposed
Maximum Aggregate Offering Price(1)
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Amount
of Registration Fee
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Units, each
consisting of one share of Common Stock, par value $0.0001 per
share, and one Warrant to purchase one share of Common
Stock(2)
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$2,300,000
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$250.93
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Common Stock
included as part of the Units (3)(4)
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-
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-
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Warrants to
purchase Common Stock included as part of the Units
(4)(5)(6)(7)
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-
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-
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Common Stock
issuable upon exercise of the Warrants (3)(7)
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$2,530,000
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$276.02
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Representative’s
Warrants(6)
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-
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-
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Common Stock
issuable upon exercise of Representative’s
Warrants(8)
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$250,000
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$27.28
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Total
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$5,080,000
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$554.23
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(1)
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In
accordance with Rule 462(b) promulgated under the Securities Act of
1933, as amended, an additional amount of securities having a
proposed maximum aggregate offering price of no more than 20% of
the maximum aggregate offering price of the securities eligible to
be sold under the related Registration Statement on Form S-1 (File
No. 333-249208), as amended, is hereby registered. The registrant
previously registered securities with a proposed aggregate offering
price of $25,400,000 on the Registration Statement on Form S-1
(File No. 333-249208), for which a filing fee of $3,296.92 was
previously paid.
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(2)
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Includes Common
Stock to cover the exercise of the over-allotment option granted to
the underwriter.
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(3)
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Pursuant
to Rule 416 of the Securities Act, the securities being registered
hereunder include such additional securities as may be issued after
the date hereof as a result of share splits, share dividends or
similar transactions.
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(4)
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No
separate fee is required pursuant to Rule 457(i) under the
Securities Act.
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(5)
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Includes
Common Stock which may be issued upon exercise of additional
warrants which may be issued upon exercise of the over-allotment
option granted to the underwriter.
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(6)
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In
accordance with Rule 457(g) under the Securities Act, because the
Common Stock underlying the Warrants are registered hereby, no
separate registration fee is required with respect to the Warrants
registered hereby.
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(7)
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The
warrants are exercisable at a per share price of 110% of the price
per Unit in this offering.
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(8)
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Estimated
solely for the purpose of calculating the registration fee pursuant
to Rule 457(g) under the Securities Act. The warrants, or the
Representative’s Warrants, are exercisable at a per share
exercise price equal to 125% of the public offering price. As
estimated solely for the purpose of recalculating the registration
fee pursuant to Rule 457(g) under the Securities Act, the proposed
maximum aggregate offering price of the Representative’s
Warrants is equal to 125% of $200,000 (which is equal to 10% of
$2,000,000).
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This Registration Statement shall become
effective upon filing in accordance with Rule 462(b) under the
Securities Act of 1933, as amended.
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EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE
This
registration statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, and includes the
registration statement facing page, this page, the signature page,
an exhibit index, an opinion of counsel regarding the legality of
the securities being registered and a related consent, and the
consent of the independent registered public accounting firm of
Recruiter.com Group, Inc. (the “Company”). This
registration statement relates to the Company’s registration
statement on Form S-1 (File No. 333-249208), as amended, including
the exhibits (the “Initial Registration Statement”),
initially filed by the Company on October 1, 2020 and declared
effective by the Securities and Exchange Commission (the
“Commission”) on June 29, 2021. The Company is filing
this registration statement for the sole purpose of increasing the
proposed maximum aggregate offering price of the Units in the
offering subject of the Initial Registration Statement. Pursuant to
Rule 462(b), the contents of the Initial Registration Statement are
incorporated by reference into this registration
statement.
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EXHIBIT INDEX
Exhibit
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Filed
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No.
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Herewith
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Opinion of Lucosky Brookman,
LLP
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X
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Consent of Salberg & Company,
P.A.
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X
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Consent of Lucosky Brookman LLP (included
in Exhibit 5.1)
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X
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SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the registrant has duly
caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Houston,
Texas on June 29, 2021.
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Recruiter.com Group, Inc.
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By:
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/s/
Evan Sohn
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Evan
Sohn
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Chief
Executive Officer
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Pursuant to the
requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
Evan Sohn
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Evan
Sohn
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Principal
Executive Officer and Director
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June
29, 2021
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/s/
Miles Jennings
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Miles
Jennings
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Chief
Operating Officer and Director
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June
29, 2021
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/s/
Judy Krandel
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Judy
Krandel
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Principal
Financial Officer
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June 29
, 2021
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/s/ Tim
O’Rourke
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Tim
O’Rourke
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Director
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June 29
, 2021
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/s/
Douglas Roth
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Douglas
Roth
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Director
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June 29
, 2021
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/s/
Wallace D. Ruiz
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Wallace
D. Ruiz
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Director
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June 29
, 2021
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/s/
Deborah Leff
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Deborah
Leff
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Director
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June
29, 2021
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/s/
Robert Heath
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Robert
Heath
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Director
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June
29, 2021
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/s/
Steve Pemberton
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Steve
Pemberton
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Director
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June
29, 2021
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