Recruiter.com Group (RCRT) Announces 3.33M Share Offering at $0.31/sh

Recruiter.com Group, Inc. (NASDAQ: RCRT)(NASDAQ: RCRTW) today announced the pricing of a registered direct offering for the sale and issuance of 3,333,333 shares of the Company's common stock (or pre-funded warrants in lieu thereof) to a group of institutional investor at a unit purchase price of $0.3108.

In a concurrent private placement, the Company also agreed to issue to the investors warrants to purchase 3,333,333 shares of common stock that will become exercisable on the date that is six months following the date of issuance of the shares of common stock in the registered direct offering (the "Exercise Date") and expire on the five-year anniversary of the Exercise Date, at an exercise price of $0.3108 per share. The aggregate gross proceeds to the Company of both transactions are expected to be approximately $1.036 million before deducting the placement agent's fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for working capital and other general corporate purposes.

The transactions are expected to close on or about August 21, 2023, subject to the satisfaction of customary closing conditions.

Joseph Gunnar & Co., LLC is acting as the exclusive placement agent for the offerings.

The shares of common stock, pre-funded warrants and shares of common stock underlying the pre-funded warrants in the registered direct offering (but excluding the securities issued in the private placement) were offered pursuant to a "shelf" registration statement on Form S-3 (File No. 333-267470) initially filed with the Securities and Exchange Commission (the "SEC") on September 16, 2022, and declared effective by the SEC on September 30, 2022. The offering of the common stock and pre-funded warrants and shares of common stock underlying the pre-funded warrants in the registered direct offering was made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Joseph Gunnar & Co., LLC Attention: Syndicate Department at 30 Broad Street, 11th floor, New York, NY 10004 or by telephone at (212) 440-9600.

The offer and sale of the securities in the private placement are being made in a transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The securities were offered only to accredited investors. Pursuant to a securities purchase agreement with the investors, the Company has agreed to file a registration statement with the SEC covering the resale of the common stock issuable upon exercise of the warrants.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

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