Recruiter.com Group, Inc. (Form: 8-K, Received: 05/20/2020 17:13:49)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2020

RECRUITER.COM GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-53641

90-1505893

(State or other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

100 Waugh Dr. Suite 300, Houston, Texas		77007
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (855) 931-1500

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by checkmark 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 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act: None

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b), (c) and (e)

CFO Transition

On May 15, 2020, the Board of Directors (the “Board”) of Recruiter.com Group, Inc. (the “Company”) appointed Ms. Judy Krandel as the Chief Financial Officer of the Company, effective immediately upon filing of the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2020 (the “Quarterly Report”). The Company has previously filed a Current Report on Form 8-K to avail itself of a 45-day extension to file its Quarterly Report. Following the effective time of Ms. Krandel’s appointment, Mr. Robert Scherne, the current Interim Chief Financial Officer and Controller of the Company will continue to serve as the Company’s Controller.

Prior to her appointment as the Chief Financial Officer of the Company, since December 2019, Ms. Krandel, 55, provided business development and capital markets related consulting services to several smaller start-up and public companies. From May to December 2019, she served as a senior business development and investor relations consultant to Paltalk, Inc. (OTCQB:PALT) (f/k/a PeerStream, Inc.), a communications software company that powers multimedia social applications and secure business communication solutions (“Paltalk”), following serving as the Chief Financial Officer of Paltalk from November 2016 till May 2019. Prior to that, from May 2011 till November 2016, Ms. Krandel had served as a portfolio manager at the Juniper Investment Company, a small-cap hedge fund.

There was no arrangement or understanding between Ms. Krandel and any other persons pursuant to which she was selected as an officer and there are no related party transactions between the Company and Ms. Krandel reportable under Item 404(a) of Regulation S-K.

In connection with her appointment, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Ms. Krandel. The initial term of the Consulting Agreement is six months, subject to a 12-month extension in the Company’s discretion. Pursuant to the Agreement, as compensation for her services Ms. Krandel will receive a fixed fee of $5,000 per month. The Company has also agreed to issue to Ms. Krandel on the effective date of her appointment, five-year non-qualified options to purchase 26,087 shares of the Company’s common stock at an exercise price per share at least equal to the closing price of the Company’s common stock on OTCQB as of the trading day immediately preceding the effective date of her appointment (the “Initial Term Options”). The Initial Term Options will vest in six equal monthly installments on the last calendar day of each calendar month, with the first portion vesting on May 31, 2020, subject to Ms. Krandel serving as the Chief Financial Officer of the Company on each applicable vesting date. The Initial Term Options will vest in full upon the listing of the Company’s securities on NYSE American or the Nasdaq Capital Market. The Company also agreed to issue to Ms. Krandel on the effective date of her appointment five-year non-qualified options to purchase 431,251 shares of the Company’s common stock at an exercise price per share at least equal to the closing price of the Company’s common stock on OTCQB as of the trading day immediately preceding the effective date of her appointment (the “Uplist Options”). The Uplist Options will vest over a two-year period in equal quarterly installments on the last day of each calendar quarter, with the first portion vesting on the last day of the calendar quarter during which the Company’s securities begin trading on NYSE American or the Nasdaq Capital Market, subject to Ms. Krandel serving as the Chief Financial Officer of the Company on each applicable vesting date. The Initial Term Options and the Uplist Options are to be issued under the Company’s 2017 Equity Incentive Plan.

The description of Mr. Krandel’s Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1 to this Current Report on Form 8-K.

There have not been any changes in compensatory arrangements with Mr. Scherne in connection with Ms. Krandel’s appointment.

Amendment to the 2017 Equity Incentive Plan

On May 15, 2020, the Board approved, effective immediately, an increase in the number of shares of the Company’s common stock authorized for issuance under the Company’s 2017 Equity Incentive Plan from 1,098,959 to 1,714,000 shares.

Item 7.01 Regulation FD Disclosure.

The Company is making available an updated investor presentation on its website at www.recruiter.com beginning on May 20, 2020. Information on the Company’s website is not incorporated into this Current Report on Form 8-K. A copy of the presentation is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under such section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
10.1		Consulting Agreement by and between the Company and Judy Krandel, dated April 30, 2020
99.1		Recruiter.com Group, Inc. Corporate Presentation, dated May 2020

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: May 20, 2020	RECRUITER.COM GROUP, INC.

	By:	/s/ Miles Jennings
		Miles Jennings
		Chief Executive Officer (Principal Executive Officer)

Exhibit 10.1

CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”) is entered into on April 29, 2020, and is effective as of May 1, 2020 (the “Effective Date”), by and between Judy Krandel (the “Consultant”) and Recruiter.com Group, Inc. (the “Company”). The Company and the Consultant are sometimes referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Company desires to retain the Consultant as an independent consultant to provide services to the Company according to the terms of this Agreement;

NOW, THEREFORE, in consideration of the promises, warranties and representations herein contained, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

DUTIES AND SERVICES. The Company hereby engages the Consultant, and the Consultant hereby accepts engagement as a consultant. It is understood and agreed, and it is the express intention of the Parties to this Agreement that the Consultant is an independent contractor and not an employee of the Company for any purpose whatsoever. The Consultant shall perform all duties and obligations to the extent reasonably required in the conduct of their business with the Company, including, but not limited to, the following:

Serve as and carry the title of Chief Financial Officer with duties and responsibilities, which are customary for such an executive officer of a public company.

Drive the successful delivery across the following key priorities:

Cash management, AP/AR, align all financial operations to be able to report weekly. This includes managing the current controller and other financial and accounting personnel.

Nasdaq uplist, a registration statement on Form S-1 and compliance

Corporate Governance, quarterly shareholder conference calls, preparation for board meeting financials, SEC filings, shareholder consents, and waivers.

Strategic acquisitions, liquidity planning, assist in finding additional key executive positions such as chairman of the board, lead strategic Board Director, and other strategic corporate development initiatives. Advise and assist in structuring and securing strategic agreements with potential institutional customers.

The Consultant agrees to promptly perform all services required of the Consultant hereunder in an efficient, professional, trustworthy, and businesslike manner.

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TERM & COMPENSATION. The Consultant will be retained as a Consultant and independent contractor for the Company for six (6) months beginning on the Effective Date (the “Initial Term”), subject to Section 6. Company may choose to extend the Initial Term only by informing the Consultant in writing of its desire for a Renewal Term, which will be for a subsequent twelve (12) month period with compensation to be determined by the Company’s Board of Directors’ Compensation Committee. For the valuable advice and services to be provided by the Consultant to the Company under this Agreement, the Company will:

Pay the Consultant a monthly fixed fee of $5,000;

Issue the Consultant on the effective date of her appointment as the Chief Financial Officer of the Company, subject to approval by the Company’s Board of Directors, options to purchase 26,087 shares of the Company’s common stock at an exercise price per share at least equal to the closing price of the Company’s common stock on OTCQB as of the trading day immediately preceding the effective date of her appointment (the “Initial Term Options”). The Initial Term Options shall vest in six (6) equal monthly installments on the last calendar day of each calendar month, with the first portion vesting on May 31, 2020, subject to the Consultant serving as the Chief Financial Officer of the Company on each applicable vesting date. The Initial Term Options shall vest in full the listing of the Company’s securities on NYSE American or the Nasdaq Capital Market, or any successor of the foregoing (the “Uplist”); and

Issue the Consultant on the effective date of her appointment as the Chief Financial Officer of the Company, subject to approval by the Company’s Board of Directors, options to purchase 431,251 shares of the Company’s common stock at an exercise price per share at least equal to the closing price of the Company’s common stock on OTCQB as of the trading day immediately preceding the effective date of her appointment (the “Uplist Options”). The Uplist Options shall vest over a two (2) year period in equal quarterly installments on the last day of each calendar quarter, with the first portion vesting on the last day of the calendar quarter during which the Company’s securities begin trading on NYSE American or the Nasdaq Capital Market, subject to the Consultant serving as the Chief Financial Officer of the Company on each applicable vesting date.

EXPENSES. In addition to the compensation in Section 2 above, the Company agrees to reimburse the Consultant, from time to time, for reasonable out-of-pocket expenses incurred by the Consultant in connection with its activities under this Agreement, provided, however, the Consultant shall not incur any expense in excess of $1,000 or a total of $2,500 without the prior written Company consent. These expenses include but are not limited to airfare, hotel lodging, meals, transportation, outside consultants, printing, and overnight express mail.

CONFIDENTIALITY. All knowledge and information of a proprietary and confidential nature relating to the Company which the Consultant obtains from the Company or the Company’s employees, agents or other consultants shall be for all purposes regarded and treated as strictly confidential for so long as such information remains proprietary and confidential and shall be held in trust by the Consultant solely for the Company’s benefit and use and shall not be directly or indirectly disclosed by the Consultant to any person without the prior written consent of the Company, which consent may be withheld by the Company in its sole discretion.

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INDEPENDENT CONTRACTOR STATUS. The Consultant understands that since the Consultant is not an employee of the Company, the Company will not withhold income taxes or pay any employee taxes on its behalf, nor will it receive any fringe benefits. The Consultant does hereby agree to indemnify and hold harmless the Company from and against any and all claims, liabilities, demands, losses or expenses incurred by the Company if (1) the Consultant fails to pay any applicable income and/or employment taxes (including interest or penalties of whatever nature), in any amount, relating to the Consultant’s rendering of consulting services to the Company, including any attorney’s fees or costs to the prevailing Party to enforce this indemnity or (2) the Consultant takes any action or fails to take any action in accordance with the Company’s instructions. The Company shall indemnify the Consultant for any claim, action, or proceeding asserted or instituted by a third-party and relating to any act or omission of the Consultant that was undertaken in good faith, within the scope of her duties, and which was done or omitted without neglect and/or which satisfied her fiduciary duties. The Company’s indemnification obligation does not pertain to any action or disputes between the Parties. The Consultant shall also be responsible for obtaining workers’ compensation insurance coverage and agrees to indemnify, defend and hold the Company harmless of and from any and all claims arising out of any injury, disability or death of the Consultant.

TERMINATION. Either Party may terminate this Agreement at any time without cause by giving thirty (30) days written notice to the other Party. Should the Consultant default in the performance of this Agreement or materially breach any of its provisions, the Company may, in its sole discretion, terminate this Agreement immediately upon written notice to the Consultant. If this agreement is terminated for any reason, the Consultant shall have no right to any stock options that have not vested pursuant to Section 2 of this Agreement as of the effective date of termination.

7.	NO THIRD-PARTY RIGHTS. The Parties warrant and represent that they are authorized to enter into this Agreement and that no third parties, other than the Parties hereto, have any interest in any of the services or the stock options contemplated hereby.

ABSENCE OF WARRANTIES AND REPRESENTATIONS. Each Party hereto acknowledges that they have signed this Agreement without having relied upon or being induced by any agreement, warranty, or representation of fact or opinion of any person not expressly set forth herein. All representations and warranties of either Party contained herein shall survive its signing and delivery.

9.	GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

10.	ATTORNEY’S FEES. In the event of any such controversy, claim or dispute between the Parties hereto, arising out of or in any manner relating to this Agreement, including an attempt to rescind or set aside, each party pays its own legal expenses, except as provided in Section 5.

11.

ARBITRATION. Any controversy between the Parties regarding the construction or application of this Agreement, any claim arising out of this Agreement or its breach, shall be submitted to arbitration in New York before one arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association, upon the written request of one Party after service of that request on the other Party. The cost of arbitration shall be borne by the losing Party.

12.

VALIDITY. If any paragraph, sentence, term or provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity enforceability of any other paragraph, sentence, term, and provision hereof.

13.

ENTIRE AGREEMENT. This Agreement contains the entire understanding of the Parties and cannot be altered or amended except by an amendment duly executed by all Parties hereto. This Agreement shall be binding upon and inure to the benefit of the successors, assigns, and personal representatives of the Parties.

14.

NOTICE. Any notice or communication permitted or required hereunder shall be in writing and shall be delivered in person or by courier, or emailed to the applicable email address set forth below. Notices shall be effective upon actual receipt.

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IN WITNESS WHEREOF, the Parties hereto have executed this Consulting Agreement effective as of the date first written above. This Consulting Agreement shall not be considered in effect until the Board of Directors of Recruiter.com and any and all necessary stakeholders have granted their consent.

Judy Krandel

By:	/s/ Judy Krandel
Name:	Judy Krandel

ADDRESS:

CITY:

STATE:
jkrandel@gmail.com

Recruiter.com Group, Inc.

BY:	/s/ Evan Sohn
Name:	Evan H. Sohn, Executive Chairman
Email:	evan.sohn@gmail.com

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Exhibit 99.1

Symbol:RCRT recruiter.com 1 Recruiter.com Group Inc. Planet’s Largest Recruiter Platform Symbol:RCRT

Symbol:RCRT DISCLAIMER 2 CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS During the course of this presentation, we may make statements which are considered ‘‘forward - looking statements’’ within the meaning of the Private Securities Litigation Reform Act of 1995 , including statements regarding our expected future performance, the expected scope and timing of cooperation and integration with strategic partners, the expected launch of our Recruiter Direct (SaaS) product, and our future growth and liquidity . Forward - looking statements may be identified by such words as “believe,” “estimate,” “anticipate,” “expect,” “plan,” “intend,” “may,” “could,” “might,” “will,” “should,” “approximately,” “potential” or, in each case, their negative or other variations thereon or comparable terminology as it relates to us, although not all forward - looking statements contain these words . Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements . We have based the forward - looking statements largely on our current expectations and projections about the future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs . Important factors that could cause actual results to differ from those in the forward - looking statements include continued demand for professional hiring the impact of the Covid - 19 pandemic upon recruiter and upon the U . S . and global economies, the condition of the equity markets in general and for microcap companies in particular, a slower than anticipated growth in the U . S . market for technology - enabled recruitment services, failure of our software platform to function as anticipated, including where integration with strategic partners’ platforms is required, our failure to integrate any potential future acquisitions, and the Risk Factors contained within our filings with the Securities and Exchange Commission including our annual report on Form 10 - K for the year ended March 31 , 2019 . Any forward - looking statement made by us herein speaks only as of the date on which it is made . We undertake no obligation to publicly update any forward - looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law .

Symbol:RCRT 3 With over 25,000 recruiters, Recruiter.com is the largest recruiting platform. Disrupting the recruiting and staffing industry by aggregating the small and independent recruiters under a common platform, giving them access to large enterprise customers and advanced technologies. Creating through the marriage of recruitment, video first screening and artificial intelligence to deliver the most efficient recruiting network in the world. With millions of people to be contracted and hired in the near term, our goal is to provide the most efficient platform ever to get the US economy working. Candidate - matching technology Sourcing Social outreach We assemble a team of specialized recruiters who focus on your open roles Qualified, engaged candidates Screen interviews on your schedule Our internal team of recruiting experts ensures only fully vetted, qualified candidates enter your pipeline You hire the perfect candidate!

Symbol:RCRT A Large Industry Ready for Disruption 4 Traditional Staffing Firms Job Boards A NATION OF INDEPENDENT RECRUITERS *Report by Statistica 2018 | Staffing Industry Analysts peg at 148.1B ** Staffing Industry Analysts US Staffing Industry Forecast for 2018 $148 Billion Market (14B Direct Hire) Staffing and Recruiting Marketplace Platform

Symbol:RCRT Marketplace Platforms Prove Successful 5 Independent graphic designers and creative consultants Small and independent real estate agents Real Estate Agent Software and Advertising Platform Disrupting traditional marketing agencies Disrupting traditional real estate agencies Disrupting traditional real estate $1.25B Market Cap (12/2/19); Raised $132.27M $6B Valuation (Jul’19); Raised: $1.48B $9.5B Valuation (7x revenues)

Symbol:RCRT The US Economy - A Sharp Hiring Rebound 6 “Authorities in a few states require employers to declare whether a layoff is permanent or temporary...In California, for example, just 7% of the 122,700 layoffs in March and April so far were deemed permanent.” April 20, 2020 “Among those hiring now pharmacies, online vendors, supermarkets and delivery services — there is an urgent need for labor, particularly temporary workers.” “Employers expect their initial cutbacks to be temporary, a change from downturns in the 1990s and 2000s, which tended to involve permanent layoffs.” “The job market could rebound more quickly than in previous downturns if businesses can reopen and bring workers back into their old jobs.” “When companies face uncertainty, they lean more toward nimble workers.” Sara Sutton, CEO at FlexJobs Recruiter.com Group Inc. Symbol:RCRT

Symbol:RCRT Building the World’s Largest Recruiting Platform 7 Recruiter By Industry Recruiter By Specialty

Symbol:RCRT at Work Placed 20+ employees in various functions with a nationally expanding energy company. Hired 100s of credentialed truckers for an insourcing oil field services company. Augmented a mid - sized staffing company’s ability to deliver over 100 hires Embedded team placed 200+ new hires with leading beverage distributor. Ramped up to 50+ customer support reps in less than 12 weeks. Rapidly delivered 2 specialized engineers for a multi - discipline design firm.

Symbol:RCRT 9 The Recruiter.com platform streams in open jobs from integrated employer systems and matches those jobs to AI sourced candidates and targeted recruiters. Recruiters earn money by sending candidates to jobs with their unique profile links. Recruiter Software Interface Symbol:RCRT

Symbol:RCRT 10 Recruiter is building the largest library of video first interviews in the world and using AI to analyze and build candidate data profiles, increasing the speed of screening and improving stickiness. Est. Delivery Fall 2020. Our Future - Advancing Video First Candidate Screening

Symbol:RCRT How The Recruiter.com Platform Works 11

Symbol:RCRT 12 How AI and Video Will Change Recruiting Tomorrow An AI and Video Platform trained by 25k+ small and independent recruiters to match, screen, engage and hire talent. Yesterday Thousands of small and independent recruiters finding, engaging and hiring talent. Today Thousands of small and independent recruiters leveraging a common platform that uses AI to match, engage and hire talent. 10x better than Yesterday 10x better than Today

Symbol:RCRT Management Team 13 Miles Jennings 15+ years of experience within recruitment technology industry, including Indeed.com and Adecco Group. Founder, CEO Evan Sohn 25+ years experience at Fortune 500 and startup environments; multiple exits and history of rapidly growing businesses. Founder of the Sohn Conference Foundation. Executive Chairman Rick Roberts 20+ years of achievement leading sales and operations within the recruiting industry. President, Recruiting Ashley Saddul Seasoned entrepreneur & technologist with 20+ years of experience at Internet startups and mission - critical banking applications. Founder, CTO Judy Krandel* Accomplished board member, CFO and investor with an extensive background in portfolio management, equity investments, capital markets, executive leadership, and business development. CFO Independent Board Members Advisory Group Tim O’Rourke COO Icon Information Consultants, LP Wallace Ruiz CFO Inuvo (NYSE: INUV) Douglas Roth Managing Director, Investments CT Innovations David Perla Former Senior Exec, Monster.com Noam Ohring Head of Executive Recruiting, Bridgewater Capital Jay Goldberg CEO, Sellers Choice Digital Marketing Deborah Leff CTO for Data Science and AI at IBM *Effective upon filing form 10 - Q for the quarter ending March 31, 2020

Symbol:RCRT 14 Recruiter.com Group Inc. Flexible Recruiting Solutions That Scale From Small Businesses to Large Enterprises Symbol:RCRT Direct Hire Success - based professional recruiting for full - time roles. For when: You want to use a contingent search recruiter. What we offer: Hiring needs assessment: We work with you to understand your requirements and corporate culture, mission, vision, and values. Sourcing and screening: Our independent recruiters and AI - powered matchlists surface qualified candidates, and our internal recruiting experts vet them to ensure you only see the best fits. Guaranteed results: Get a solid guarantee on the success of all hires you make with Recruiter.com. Contingent Programs Professional recruiting for consulting and contract engagements. For when: You want to engage a contract or temporary workforce. What we offer: Centralized account management: Manage all relationships with your recruitment suppliers through our portal. ATS, MSP, and VMS integrations: The Recruiter.com Job Market Platform integrates with your existing staffing technology infrastructure for seamless recruitment management. Scale your team: Augment your projects with the right hourly talent, sourced by our network and AI matching technology. Recruiters On Demand Expand your recruiting team without hiring a full - time recruiter. For when: You need to scale your recruiting team without hiring more staff. What we offer: Placement of recruiter: Connect with a recruiter who has the skills — and our AI matchlists — to meet your specific hiring needs. Scalable solution: Pick anything from one recruiter to a whole team and scale up or down as needed. From initial sourcing to full recruitment life cycle management, you set the level of involvement. Ongoing management: We stay in touch with you and the recruiter to track and share reporting and metrics.

Symbol:RCRT Recruiter.com Platform Pricing and Subscriptions 15 Direct Hire Contingent Programs Recruiters On Demand Recruiter Subscriptions Success - based professional recruiting for full - time roles Placement of freelance contractors and consultants Expand your recruiting team without hiring a full - time recruiter Upgraded access to AI and Video tools, early access to opportunities, highlighted profiles For Recruiter.com ~15% - 20% of the first years salary typically $2,000 - $10,000 (negotiated fixed per hire for >25 hires) $500 - $2,000 per week ranging on services required and subscription duration $49/ month basic and $199 for Elite For the Recruiter 50% ~$250 monthly residual per successful placement 65% of the fees (Recruiter Pro is 70%) Recruiter Pro is 60% Symbol:RCRT

Symbol:RCRT 16 Basic Member Pro* Elite* Fee Free $49/month $199/month Targeted Recruiter For recruiters to build their brand and earn money on placements For recruiters to manage their own jobs, source candidates, and increase their knowledge. For recruiters to partner with Recruiter.com to build their own recruiting business Profile ● Create your Recruiter Profile ● Get Features in the Recruiter Directory ● Highlight your Recruiter Profile ● Featured Listing in Recruiter On Demand opportunities Job Market Platform ● Open Access ● Manage Multiple User Accounts ● Manage and Track your own Jobs ● Share Jobs with other Recruiters ● Manage Multiple User Accounts ● Manage and Track your own Jobs ● Share Jobs with other Recruiters Recruiter On - Demand ● Participate in Recruiters on Demand recruiting assignments ● Highlighted profiles for On Demand assignments (higher ranking) ● First access to On Demand assignments (highest ranking) Recruiter Teams ● Join Dedicated Recruiter Teams for Clients ● First access to Recruiter Teams for Clients ● First access to Recruiter Teams for Clients Revenue Opportunities ● 50% on direct placements ● 65% on Recruiter On Demand ● 60% on direct placements ● 70% on Recruiter On Demand ● 15% referral fee ● 60% on direct placements ● 70% on Recruiter On Demand ● 20% referral fee Recruiter Rewards ● Earn Recruiter Rewards Points ● Earn 2X Recruiter Reward Points ● Earn 2X Recruiter Reward Points Artificial Intelligence Access ● Receive AI Matched Candidates to Jobs ● Additional AI Matched Candidates to Jobs ● Additional AI Matched Candidates to Jobs Recruiter Backoffice ● Backoffice Contracting Services Support ● Recruiting Invoice Funding ● Exclusive Discount on Recruiter CRM Other features included ● Digital Recruiter Magazine ● Digital Recruiter Magazine ● Access the Recruiter Certification Training Program ● Digital Recruiter Magazine ● Access the Recruiter Certification Training Program ● Featured biography in the Recruiter Magazine Recruiter.com Platform Subscription Fees for Recruiters * Anticipated Q3 2020

Symbol:RCRT 17 17 17 Momentum Timeline Q1’2019 Q2’2019 Q3’2019 Q4’2019 Q1’2020 Q2’2020 Close Transaction Define 2019 objectives of: - > Path for scalability - > Path to profitability - > Path to Liquidity Launch Recruiter Rename/change symbol Uplist to OTCQB venture Complete Audit Identify gaps to achieve 200 jobs per month Initiate marketing campaigns 10k recruiters Build Pipeline Integrate AI matching tools Partnership with SAP to drive sales Reduce monthly burn through optimization Reverse and OTCQX uplist Build initial sales machine 12k recruiters Plan to Scale Test Recruiters On Demand offering Sign 2 - 3 additional marquee enterprises “REPP” Recruiters leveraging the platform for existing business Reduce operating expenses in preparation for expansion 20k recruiters Scale Launch Recruiters On Demand Full AI integration 20k recruiters Verticalize Recruiter Vertical communities Complete ADP integration Launch Subscription Service 25k recruiters Symbol:RCRT

Symbol:RCRT Key Sales Channel Partnerships 18 Background • 100,000+ Enterprise Customers • Full solution for hiring employees and contractors • SAP Fieldglass a preferred choice for large enterprises Value to Recruiter.com • Named as Digital Platform Partner • Complete seamless integration with SAP • Joint commercial alignment • PR Announcement and joint webinars planned • SAP reps selling Recruiter services Background • 700,000+ employer customers • Full solution for payrolling and hiring of employees and contractors • Early integration with <=3,000 employee companies Value to Recruiter.com • Joint marketing and commercial alignment with PR • Integration to push jobs to Recruiter.com platform slated for completion in Q4 • Massive network of employers to co - market to Symbol:RCRT

Symbol:RCRT Leveraging Partners to Drive More Value to Recruiter.com 19 CHANNEL AND REFERRAL PARTNERS VMS / MSP PARTNERS TECHNOLOGY & INTEGRATION PARTNERS

Symbol:RCRT Recruiter.com - Internet Metrics 20 #1 in "recruiter” #1 in “recruiting training” #2 in “recruiting” #2 in "video interviewing platform” #4 in “talent acquisition” 1.5M 200K Pageviews / mo Email Network With 819,165 Members, The Recruiter.com Network is the 4th Largest Group out of 1,785,158 Groups on LinkedIn. $6.24M / month Estimated Monthly SEO Click Value

Symbol:RCRT 21 21 21 Potential Growth For Our Future – The Vision Driven by.. Enterprise Steady (organic) growth, onboarding and delivering for Coke and others, verticalizing (healthcare and financial services) and strategic acquisitions. Leveraging AI and Video screening to rapidly fill large volume opportunities. Recruiters On Demand 500+ recruiters placed on Demand at $6k/month through organic growth, capitalizing on our web traffic and partnerships with job boards. Assisting businesses of all sizes “rehire”. SaaS Subscriptions 7.5k recruiters (out of 50k) paying $49/month Symbol:RCRT

Symbol:RCRT Investor Highlights 22 The Time Is Now for Recruiter.com Rapidly Growing Recruiter Users (>25K) Millions to be Hired in the Nearterm With Covid - 19 there is an immediate demand as millions from the 33M unemployed workforce will be hired or contracted with a massive demand for temporary (gig) workers. The 2019 recruiting and staffing industry was a $148B existing market. Scalable Software Platform Software platform built with millions of dollars in development. Creating through the marriage of recruitment, video first screening and artificial intelligence to deliver the most efficient recruiting network in the world. The Brand and Organic Traffic We achieved top search positions for our brand by developing our platform with an advanced SEO framework, exclusive content, and quality referral partners. Recruiter.com now receives web traffic worth over $75M per year - $6.25M a month - with no advertising spend. Building on First Year Success 2019 was a transformational year for Recruiter.com - from signing Coca Cola and other Fortune 500 companies, to delivering 85 candidates to a mortgage company within 3 days or ramping a call center to 50 support personnel within 3 months - the Platform is ready to scale. Accelerating Gig Economy Recruiter.com will benefit as 298,062 employment industry staffers shift to the gig economy. By 2027, more than 50% more of the US workforce will participate in the gig economy, with Covid - 19 further accelerating the trend.

Symbol:RCRT 23 Recruiter.com Group Inc. Contact: Evan Sohn Executive Chairman evan@recruiter.com 201 - 412 - 5501 Symbol:RCRT