Nixxy, Inc 10-Q for FY2021 Q3

Nixxy, Inc. (NIXX)

10-Q 2021-11-15 For: 2021-09-30

Added on April 05, 2026

About this 10-Q

Nixxy, Inc filed this 10-Q on November 15, 2021, covering the quarter ended September 30, 2021 (FY2021 Q3).

Headline figures

Quarter ended September 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $6.26M; up 214.1% from $1.99M a year earlier
Net loss: $7.65M; compared with net income of $1.44M a year earlier
Diluted EPS: -$0.56; compared with -$0.32 a year earlier

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Nevada		90-1505893
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

500 Seventh Avenue New York, New York		10018
(Address of principal executive offices)		(Zip Code)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

		Page
		number
Part I - Financial Information
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020	3
	Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020	4
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the three and nine months ended September 30, 2021 and 2020	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	42

Part II - Other Information
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	44

	September 30,			December 31,
	2021			2020
	(unaudited)
ASSETS

Current assets:
Cash	$	5,346,769		$	99,906
Accounts receivable, net of allowance for doubtful accounts of $125,158 and $33,000, respectively		5,160,642			942,842
Accounts receivable - related parties		26,081			41,124
Prepaid expenses and other current assets		287,778			167,045
Investments - marketable securities		-			1,424

Total current assets		10,821,270			1,252,341

Property and equipment, net of accumulated depreciation of $2,693 and $1,828, respectively		770			1,635
Right of use asset - related party		-			140,642
Intangible assets, net		9,362,993			795,864
Goodwill		9,161,486			3,517,315

Total assets	$	29,346,519		$	5,707,797

Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
Accounts payable	$	813,051		$	616,421
Accounts payable - related parties		106,968			779,928
Accrued expenses		1,023,298			423,237
Accrued expenses - related party		-			8,000
Accrued compensation		321,158			617,067
Accrued compensation - related party		116,000			122,500
Accrued interest		34,502			60,404
Contingent consideration for acquisitions		2,375,763			-
Liability on sale of future revenues, net of discount of $0 and $2,719, respectively		-			8,185
Deferred payroll taxes		23,333			159,032
Other liabilities		17,333			14,493
Loans payable - current portion		1,752,094			28,249
Convertible notes payable, net of unamortized discount and costs of $0 and $1,205,699, respectively		-			1,905,826
Refundable deposit on preferred stock purchase		285,000			285,000
Warrant derivative liability		-			11,537,997
Lease liability - current portion - related party		-			73,378
Deferred revenue		677,506			51,537

Total current liabilities		7,546,006			16,691,254

Lease liability - long term portion - related party		-			67,264
Loans payable - long term portion		3,167,586			73,541

Total liabilities		10,713,592			16,832,059

Commitments and contingencies (Note 10)

Stockholders' Equity (Deficit):
Preferred stock, 10,000,000 shares authorized, $0.0001 par value: undesignated: 7,013,600 shares authorized; no shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		-			-
Preferred stock, Series D, $0.0001 par value; 2,000,000 shares authorized; 0 and 527,795 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		-			54
Preferred stock, Series E, $0.0001 par value; 775,000 shares authorized; 86,000 and 731,845 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		9			74
Preferred stock, Series F, $0.0001 par value; 200,000 shares authorized; 0 and 64,382 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		-			7
Common stock, $0.0001 par value; 100,000,000 shares authorized; 14,394,329 and 2,203,009 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		1,439			220
Shares to be issued, 587,945 sharses as of September 30, 2021		59			-
Additional paid-in capital		63,558,308			23,400,408
Accumulated deficit		(44,926,888	)		(34,525,025	)
Total stockholders' Equity (deficit)		18,632,927			(11,124,262	)

Total liabilities and stockholders' Equity (deficit)	$	29,346,519		$	5,707,797

	Three		Three		Nine		Nine
	Months Ended		Months Ended		Months Ended		Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020

Revenue (including related party revenue of $0, $7,919, $970 and $21,349, respectively)		$6,257,882		$1,992,167		$13,803,321		$6,158,704
Cost of revenue (including related party costs of $152,359, $222,637, $552,154 and $1,176,733, respectively)		3,953,660		1,377,523		9,154,654		4,546,961

Gross Profit		2,304,222		614,644		4,648,667		1,611,743

Operating expenses:
Sales and marketing		138,442		22,357		270,991		62,668
Product development (including related party expense of $38,473, $55,135, $151,157 and $173,515, respectively)		465,141		79,663		610,805		220,157
Amortization of intangibles		842,934		184,172		1,677,202		502,518
Impairment expense		2,530,325		-		2,530,325		-
General and administrative (including share-based compensation expense of $1,928,646, $995,811, $3,543,887 and $2,646,013, respectively, and related party expenses of $25,121, $40,114, $112,149 and $127,004, respectively)		4,882,762		2,223,312		10,491,264		5,998,617
Total operating expenses		8,859,604		2,509,504		15,580,587		6,783,960

Loss from Operations		(6,555,382)		(1,894,860)		(10,931,920)		(5,172,217)

Other income (expenses):
Interest expense (including related party interest expense of $0, $0, $30,466 and $0, respectively)		(167,728)		(882,235)		(3,188,138)		(1,130,315)
Initial derivative expense		-		-		(3,585,983)		(3,340,554)
Change in derivative value due to anti-dilution adjustments		-		-		-		(2,642,175)
Change in fair value of derivative liability		(887,791)		4,210,526		7,315,580		3,306,350
Forgiveness of debt income		-		-		24,925		-
Grant income		-		3,506		3,382		10,768
Net recognized loss on marketable securities		(890)		(1,519)		(1,424)		(20,259)
Other expense		(38,285)		-		(38,285)		-
Total other income (expenses)		(1,094,694)		3,330,278		530,057		(3,816,185)

Income (Loss) before income taxes		(7,650,076)		1,435,418		(10,401,863)		(8,988,402)
Provision for income taxes		-		-		-		-
Net Income (Loss)	$	(7,650,076)	$	1,435,418	$	(10,401,863)	$	(8,988,402)

Net income (loss) per common share - basic	$	(0.56)	$	0.28	$	(1.57)	$	(1.91)
Net income (loss) per common share diluted	$	(0.56)	$	(0.32)	$	(1.57)	$	(1.91)
Weighted average common shares - basic		13,592,644		5,127,443		6,624,388		4,716,249
Weighted average common shares - diluted		13,592,644		8,780,886		6,624,388		4,716,249

	Preferred stock Series D						Preferred stock Series E						Preferred stock Series F						Common stock				Common stock to be issued						Additional Paid in			Accumulated			Total Stockholders’ (Deficit)
	Shares			Amount			Shares			Amount			Shares			Amount			Shares		Amount		Shares			Amount			Capital			Deficit			Equity
Balance as of December 31, 2020		527,795		$	54			731,845		$	74			64,382		$	7			2,203,009	$	220		-		$	-		$	23,400,408		$	(34,525,025	)	$	(11,124,262	)
Stock based compensation		-			-			-			-			-			-			-		-		-			-			502,407			-			502,407
Issuance of common shares for Scouted acquisition		-			-			-			-			-			-			175,421		18		15,591			113,036			1,271,786			-			1,384,840
Issuance of shares for Upsider acquisition		-			-			-			-			-			-			-		-		271,153			2,135,331			-			-			2,135,331
Issuance of common shares for accrued compensation		-			-			-			-			-			-			1,625		-		-			-			16,425			-			16,425
Issuance of common shares upon conversion of debentures and accrued interest		-			-			-			-			-			-			71,485		7		-			-			199,396			-			199,403
Cancellation of Series D preferred stock		(8,755	)		(1	)		-			-			-			-			-		-		-			-			1			-			-
Reclassification of derivative liability upon cancellation of Series D warrants		-			-			-			-			-			-			-		-		-			-			373,070			-			373,070
Issuance of common shares upon conversion of Series D preferred stock		(74,453	)		(7	)		-			-			-			-			372,266		37		-			-			(30	)		-			-
Issuance of common shares upon conversion of Series F preferred stock		-			-			-			-			(17,535	)		(2	)		87,674		9		-			-			(7	)		-			-
Net loss three months ended March 31, 2021		-			-			-			-			-			-			-		-		-			-			-			(6,280,066	)		(6,280,066	)
Balance as of March 31, 2021		444,587		$	46			731,845		$	74			46,847		$	5			2,911,480	$	291		286,744		$	2,248,367		$	25,763,456		$	(40,805,091	)	$	(12,792,852	)

Stock based compensation		-			-			-			-			-			-			-		-		-			-			960,334			-			960,334
Issuance of issuable common shares for Scouted acquisition		-			-			-			-			-			-			15,591		2		(15,591	)		(113,036	)		113,034			-			-
Issuance of issuable common shares for Upsider acquisition		-			-			-			-			-			-			271,153		27		(271,153	)		(2,135,331	)		2,135,304			-			-
Issuance of shares for One Wire acquisition		-			-			-			-			-			-			155,327		16		-			-			1,436,761			-			1,436,777
Issuance of shares for services		-			-			-			-			-			-			20,000		2		-			-			152,498			-			152,500
Issuance of common shares upon conversion of debentures		-			-			-			-			-			-			17,687		2		-			-			67,211			-			67,213
Issuance of common shares for accounts payable		-			-			-			-			-			-			32,941		3		-			-			139,997			-			140,000
Issuance of common shares upon conversion of Series D preferred stock		(68,312	)		(7	)		-			-			-			-			341,560		34		-			-			(27	)		-			-
Net income three months ended June 30, 2021		-			-			-			-			-			-			-		-		-			-			-			3,528,279			3,528,279
Balance as of June 30, 2021		376,275		$	39			731,845		$	74			46,847		$	5			3,765,739	$	377		-		$	-		$	30,768,568		$	(37,276,812	)	$	(6,507,749	)

Stock based compensation		-			-			-			-			-			-			-		-		-			-			1,928,646			-			1,928,646
Proceeds from sale of common stock and warrants		-			-			-			-			-			-			2,400,000		240		-			-			12,003,360			-			12,003,600
Offering costs		-			-			-			-			-			-			-		-		-			-			(1,651,889	)					(1,651,889	)
Reclassification of derivative liabilities upon modification of warrants		-			-			-			-			-			-			-		-		-			-			9,809,405			-			9,809,405
Cost related to modification of warrants		-			-			-			-			-			-			-		-		-			-			12,624			-			12,624
Deferred offering costs		-			-			-			-			-			-			-		-		-			-			(78,038	)		-			(78,038	)
Common stock issued for the exchange of warrants		-			-			-			-			-			-			522,108		52		-			-			(52	)		-			-
Issuance of common shares and pre-funded warrants upon conversion of Series D preferred stock		(376,275	)		(39	)		-			-			-			-			1,293,430		129		587,945			59			(149	)		-			-
Issuance of common shares upon conversion of Series E preferred stock		-			-			(645,845	)		(65	)		-			-			3,229,225		323		-			-			(258	)		-			-
Issuance of common shares upon conversion of Series F preferred stock		-			-			-			-			(46,847	)		(5	)		234,237		23		-			-			(18	)		-			-
Issuance of earn-out common shares for Upsider acquisition		-			-			-			-			-			-			321,390		32		-			-			1,394,736			-			1,394,768
Issuance of common shares for Parrut acquisition		-			-			-			-			-			-			257,545		26		-			-			1,264,525			-			1,264,551
Issuance of common shares for Novo acquisition		-			-			-			-			-			-			508,711		51		-			-			2,019,532			-			2,019,583
Issuance of common shares upon conversion of debentures, accrued interest, and penalties		-			-			-			-			-			-			1,489,444		149		-			-			4,290,953			-			4,291,102
Proceeds from sale of common stock related to over allotment		-			-			-			-			-			-			360,000		36		-			-			1,796,364			-			1,796,400
RSUs issued for services		-			-			-			-			-			-			12,500		1		-			-			(1	)		-			-
Net loss three months ended September 30, 2021		-			-			-			-			-			-			-		-		-			-			-			(7,650,076	)		(7,650,076	)
Balance as of September 30, 2021		-		$	-			86,000		$	9			-		$	-			14,394,329	$	1,439		587,945		$	59		$	63,558,308		$	(44,926,888	)	$	18,632,927

Balance as of December 31, 2019		454,546		$	46			734,986		$	74			139,768		$	14			3,619,658	$	362		-		$	-		$	18,203,048		$	(17,488,188	)	$	715,356
Stock based compensation		-			-			-			-			-			-			-		-		-			-			870,722			-			870,722
Series D Preferred stock issued for accrued penalties		106,134			11			-			-			-			-			-		-		-			-			1,929,505			-			1,929,516
Issuance of common shares upon conversion of Series D preferred stock		(12,900	)		(1	)		-			-			-			-			161,250		16		-			-			(15	)		-			-
Issuance of common shares upon conversion of Series E preferred stock		-			-			(3,141	)		-			-			-			39,260		4		-			-			(4	)		-			-
Issuance of common shares upon conversion of Series F preferred stock		-			-			-			-			(64,272	)		(6	)		803,414		80		-			-			(74	)		-			-
Net loss three months ended March 31, 2020		-			-			-			-			-			-			-		-		-			-			-			(2,482,605	)		(2,482,605	)
Balance as of March 31, 2020		547,780		$	56			731,845		$	74			75,496		$	8			4,623,582	$	462		-		$	-		$	21,003,182		$	(19,970,793	)	$	1,032,989

Stock based compensation		-			-			-			-			-			-			-		-		-			-			665,230			-			665,230
Sale of Series D Preferred stock units		1,375			-			-			-			-			-			-		-		-			-			25,000			-			25,000
Reclassification of warrant derivative to liabilities related to Series D unit sale		-			-			-			-			-			-			-		-		-			-			(26,465	)		-			(26,465	)
Issuance of shares for services		-			-			-			-			-			-			90,000		9		-			-			120,491			-			120,500
Issuance of common shares upon conversion of Series D preferred stock		(12,560	)		(1	)		-			-			-			-			157,000		16		-			-			(15	)		-			-
Issuance of common shares upon conversion of Series F preferred stock		-			-			-			-			(11,114	)		(1	)		138,926		14		-			-			(13	)		-			-
Net loss three months ended June 30, 2020		-			-			-			-			-			-			-		-		-			-			-			(7,941,215	)		(7,941,215	)
Balance as of June 30, 2020		536,595		$	55			731,845		$	74			64,382		$	7			5,009,508	$	501		-		$	-		$	21,787,410		$	(27,912,008	)	$	(6,123,961	)

Stock based compensation		-			-			-			-			-			-			-		-		-			-			955,361			-			955,361
Issuance of shares for services		-			-			-			-			-			-			12,000		1		-			-			34,199			-			34,200
Issuance of common shares upon conversion of Series D preferred stock		(8,800	)		(1	)		-			-			-			-			110,000		11		-			-			(10	)		-			-
Net income three months ended September 30, 2020		-			-			-			-			-			-			-		-		-			-			-			1,435,418			1,435,418
Balance as of September 30, 2020		527,795		$	54			731,845		$	74			64,382		$	7			5,131,508	$	513		-		$	-		$	22,776,960		$	(26,476,590	)	$	(3,698,982	)

	Nine Months Ended			Nine Months Ended
	September 30,			September 30,
	2021			2020
Cash Flows From Operating Activities
Net loss	$	(10,401,863	)	$	(8,988,402	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,678,067			503,384
Bad debt expense		79,305			12,000
Gain on forgiveness of debt		(24,925	)		-
Equity based compensation expense		3,543,887			2,646,013
Recognized loss on marketable securities		1,424			20,259
Expenses paid through financings		-			32,500
Loan principal paid directly through grant		(2,992	)		(8,853	)
Amortization of debt discount and debt costs		2,503,160			1,029,882
Warrant modification expense		12,624			-
Initial derivative expense		3,585,983			3,340,554
Change in derivative value due to anti-dilution adjustments		-			2,642,175
Change in fair value of derivative liability		(7,315,580	)		(3,306,350	)
Impairment expense		2,530,325			-
Change in fair value of earn-out liability		102,116			-
Changes in assets and liabilities:
(Increase) decrease in accounts receivable		(3,517,385	)		126,492
Decrease in accounts receivable - related parties		15,043			-
(Increase) decrease in prepaid expenses and other current assets		(53,823	)		25,950
Increase (decrease) in accounts payable and accrued liabilities		642,427			(68,633	)
Decrease in accounts payable and accrued liabilities - related parties		(687,460	)		-
Decrease in deferred payroll taxes		(135,699	)		-
Increase in other liabilities		2,840			132,950
(Decrease) increase in deferred revenue		456,824			(66,497	)
Net cash used in operating activities		(6,985,702	)		(1,926,576	)

Cash Flows From Investing Activities:
Proceeds from sale of marketable securities		-			17,009
Cash paid for customer contacts		-			(50,000	)
Cash and receivables acquired		230,855			-
Cash paid for acquisitions		(2,304,528	)		-
Net cash used in investing activities		(2,073,673	)		(32,991	)

Cash Flows From Financing Activities:
Proceeds from loans		250,000			398,545
Proceeds from convertible notes		2,153,200			2,226,000
Deferred offering costs		(78,038	)		-
Repayments of notes		(156,131	)		(11,155	)
Advances on receivables		-			180,778
Repayments of advances on receivables		-			(180,778	)
Repayments of sale of future revenues		(10,904	)		(403,617	)
Proceeds from sale of common stock and warrants		13,800,000			-
Offering costs		(1,651,889	)		-
Proceeds from sale of preferred stock		-			25,000
Net cash provided by financing activities		14,306,238			2,234,773

Net increase in cash		5,246,863			275,206
Cash, beginning of period		99,906			306,252

Cash, end of period	$	5,346,769		$	581,458

Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	175,580		$	128,979
Cash paid during the period for income taxes	$	-		$	-

Supplemental schedule of non-cash investing and financing activities:
Original issue discount deducted from convertible note proceeds	$	342,554		$	328,125
Debt costs deducted from convertible note proceeds	$	334,800		$	366,500
Loans issued as consideration for acquisitions	$	4,750,000		$	-
Notes and accrued interest converted to common stock	$	4,647,794		$	-
Common stock issued/to be issued for asset acquisitions	$	8,241,082		$	-
Notes payable and accrued interest exchanged for debentures	$	252,430		$	-
Accounts payable paid with common stock	$	140,000		$	-
Accrued compensation paid with common stock	$	16,425		$	-
Warrant derivative liability extinguished	$	10,182,476		$	-
Write off of right-of-use asset and lease liability	$	103,953		$	-
Earn-out liability consideration for acquisition	$	1,668,297		$	-
Shares issued for Upsider earn-out liability	$	1,394,768		$	-
Deferred offering costs charged to additional paid-in capital	$	78,038		$	-
Preferred stock issued for accrued penalties	$	-		$	1,929,516
Warrant derivative liability at inception recorded as debt discount	$	2,374,076		$	2,284,965

	Nine Months Ended September 30,
	2021		2020
Software Subscriptions	$	640,902	$	0
Recruiters on Demand		6,192,133		466,421
Permanent placement fees		631,221		422,511
Marketplace Solutions		443,801		257,890
Consulting and staffing services		5,895,264		5,011,882
Total revenue	$	13,803,321	$	6,158,704

	Three Months Ended September 30,
	2021		2020
Software Subscriptions	$	465,112	$	0
Recruiters on Demand		3,437,706		234,590
Permanent placement fees		403,059		131,744
Marketplace Solutions		286,845		104,007
Consulting and staffing services		1,665,160		1,521,826
Total revenue	$	6,257,882	$	1,992,167

	Total Deferred 9/30/21		Recognized Q4 2021		Recognized Q1 2022		Recognized Q2 2022		Recognized Q3 2022		Recognized Q4 2022		Recognized 2023
Recruiters on Demand	$	145,048	$	65,955	$	65,955	$	13,137	$	0	$	0	$	0
Full-time Placement	$	382,308	$	307,738	$	74,570	$	0	$	0	$	0	$	0
Software Subscriptions	$	93,987	$	59,577	$	22,873	$	9,121	$	2,416	$	0	$	0
Marketplace	$	56,163	$	45,129	$	4,008	$	4,052	$	2,326	$	188	$	461
TOTAL	$	677,506	$	478,399	$	167,406	$	26,310	$	4,742	$	188	$	461

	Nine Months Ended September 30,
	2021			2020
Balance at December 31	$	11,537,997		$	612,042
Additions to derivative instruments		5,960,059			5,625,519
Reclassifications to equity upon modification or cancellation of warrants		(10,182,476	)		2,642,175
(Gain) loss on change in fair value of derivative liability		(7,315,580	)		(3,306,350	)
Balance at September 30	$	-		$	5,573,386

	Nine		Nine
	Months ended		Months ended
	September 30,		September 30,
	2021		2020
Options		2,362,390		1,605,758
Stock awards		234,100		866,500
Warrants		6,682,359		3,653,443
Convertible notes		-		1,845,703
Convertible preferred stock		86,000		16,550,275
		9,364,849		24,521,679

	Three months ended
	September 30,
	2020
Net income attributable to common shareholders	$	1,435,418
Income attributable to warrant derivatives
Change in fair value of derivative		(4,210,526	)
Diluted loss attributable to common shareholders	$	(2,775,108	)

Basic shares outstanding		5,127,443
Warrant derivative shares		3,653,443
Diluted shares outstanding		8,780,886

Diluted loss per share	$	(0.32	)

	Nine Months Ended
	September 30,
	2021			2020
Net realized gains (losses) on investment sold	$	-		$	(2,543	)
Net unrealized gains (losses) on investments still held		(1,424	)		(17,716	)

Total	$	(1,424	)	$	(20,259	)

	September 30, 2021			December 31, 2020
Customer contracts	$	6,601,143		$	233,107
License		5,512,399			1,726,965
Domains		40,862			-
		12,154,404			1,960,072
Less accumulated amortization		(2,791,411	)		(1,164,208	)
Carrying value	$	9,362,993		$	795,864

	September 30, 2021			December 31, 2020
Term loan(s)	$	57,646		$	77,040
Promissory notes		4,862,034			-
Total loans payable		4,919,680			77,040
Less current portion		(1,752,094	)		(28,249	)
Non-current portion (excluding PPP loan)	$	3,167,586		$	48,791

Year Ending December 31,

2021	$	429,455
2022		1,852,272
2023		2,180,168
2024		457,785
Total minimum principal payments	$	4,919,680

	September 30, 2021
Risk-free interest rates	0.74%-0.84%
Expected life (in years)		5.00
Expected volatility	295%-325%
Dividend yield		0.00%

				Wtd. Avg.
				Exercise
	Options			Price
Outstanding at December 31, 2019		349,368		$	4.41
Granted		326,930			2.24
Exercised		-			-
Expired or cancelled		-			-
Balance, December 31, 2020		676,298			3.36
Granted during the period		1,765,250			4.87
Exercised during the period		-			-
Terminated/Expired during the period		(79,158	)		6.87
Balance, September 30, 2021		2,362,390		$	4.61
Exercisable at September 30, 2021		497,284		$	3.92

Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price Exercisable		Number Exercise Price		Weighted Average
$	1.00 - $2.00		35,869		2.45	$	1.44		35,869	$	1.44
$	2.56		190,468		2.59	$	2.56		190,468	$	2.56
$	3.00 - $4.00		797,419		4.47	$	3.91		76,946	$	3.63
$	4.00 - $5.00		943,000		4.69	$	4.60		129,000	$	4.62
$	6.00 - $7.00		212,934		3.55	$	6.30		13,767	$	6.37
$	8.00 - $9.00		180,200		4.55	$	8.43		48,733	$	8.41
$	16.00		2,500		1.39	$	16.00		2,500	$	16.00
			2,362,390						497,283

				Weighted
				Average
				Exercise
	Warrants			Price per
	Outstanding			Share
Outstanding at December 31, 2019		470,939			4.80
Issued		2,223,438			2.01
Cancelled pursuant to modification		(479,533	)		4.80
Reissued pursuant to modification		1,438,599			1.60
Exercised		-			-
Expired or cancelled		-			-
Outstanding at December 31, 2020		3,653,443			1.84
Issued		6,008,237			4.18
Cancelled pursuant to modification		(2,457,213	)		2.03
Exchanged for common stock		(522,108	)		2.60
Exercised		-			-
Expired or cancelled		-			-
Outstanding at September 30, 2021		6,682,359			3.92

Sales and client relationships and contracts	$	1,382,076
Intellectual property		98,721
Domains		18,000
Goodwill		306,386
Total Purchase Price	$	1,805,183

Sales and client relationships and contracts	$	3,130,773
Intellectual property		156,539
Domains		4,600
Goodwill		736,525
Accounts payable		(89,089	)
Total Purchase Price	$	3,939,348

Cash	$	54,868
Accounts receivable		165,285
Sales and client relationships and contracts		760,852
Intellectual property		121,700
Domains		10,152
Goodwill		369,671
Total Purchase Price	$	1,482,528

Cash	$	10,702
Accounts receivable		17,720
Prepaid Assets		11,910
Intangible Assets		3,941,266
Goodwill		657,953
Total Purchase Price	$	4,639,551

Accounts receivable	$	762,000
Prepaid Assets		55,000
Intangible Assets		619,652
Goodwill		6,103,961
Assumed Liabilities		(423,188	)
Total Purchase Price	$	7,117,425

·	Software Subscriptions: We offer a subscription to our web-based platforms that, coupled with service, help employers recruit talent. Our platforms allow our customers to source, contact, screen, and sort candidates using data science and advanced email campaigning tools. As part of our software subscriptions, we provide varying support packages and on-demand recruiting support services, some for an additional fee. With certain plans and depending on the subscription type, additional fees may be charged when we place a candidate with our customer. In such cases, if the candidate ceases to be employed by the customer within 90 days (the 90-day guarantee), the Company refunds the customer in full for all fees paid by the customer.

·	Recruiters on Demand: Consists of a consulting and staffing service specifically for the placement of recruiting and talent acquisition professionals, which we market as Recruiters on Demand. Recruiters on Demand is a flexible, time-based solution that provides businesses of all sizes access to recruiters on an outsourced, virtual basis for help with their hiring needs. As with other consulting and staffing solutions, we procure qualified professional recruiters for our employer clients and then place them on assignment with our employer clients. We derive revenue from Recruiters on Demand by billing the employer clients for the placed recruiters' ongoing work at an agreed-upon, time-based rate. We directly source recruiter candidates from our network of recruiters. In addition, we also offer talent planning, talent assessment, strategic guidance, and organizational development services, which we market as our "Talent Effectiveness" practice. Companies prepay for a certain number of consulting hours at an agreed-upon, time-based rate. We source and provide the independent consultants that provide the service.

·	Full-time Placement: Consists of providing referrals of qualified recruiters and talent acquisition professionals, as well as other types of candidates, to employers to hire for full-time positions. We generate full-time placement revenue by earning one-time fees for each time that employers hire one of the recruiters or candidates that we refer. Employers alert us of their hiring needs through our Platform or other communications. We source qualified candidate referrals for the employers' available jobs through independent recruiter users that access our Platform and other tools. We support and supplement the independent recruiters' efforts with dedicated internal employees we call our internal talent delivery team. Our talent delivery team selects and delivers candidate profiles and resumes to our employer clients for their review and ultimate selection. Upon the employer hiring one or more of our candidate referrals, we earn a "full-time placement fee," an amount separately negotiated with each employer client. The full-time placement fee is typically a percentage of the referred candidates' first year's base salary or an agreed-upon flat fee.

·	Marketplace: The Marketplace category comprises recruitment marketing and other services for businesses and individuals that leverage our online presence. For businesses, this includes sponsorship of digital newsletters, online content promotion, social media distribution, banner advertising, and other branded electronic communications, such as in our quarterly digital publication on recruiting trends and issues. We earn revenue as we complete agreed upon marketing related deliverables and milestones using pricing and terms set by mutual agreement with the customer. In some cases, we earn a percent of revenue a business receives from attracting new clients by advertising on our online platform. Businesses can also pay us to post job openings on our proprietary job boards to promote open job positions they are trying to fill. In addition to its work with direct clients, the Company categorizes all online advertising and affiliate marketing revenue as Marketplace.

	·	Launched Amplify, an AI-powered solution for proactive candidate outreach, leveraging our AI software to search and market passive candidates, transforming job posting into an active talent identification and engagement process;

	·	Improved the scoring engine of our AI software to find less obvious matches, by creating custom machine learning models to examine companies and candidate profiles, analyzing millions of data points per search.

	·	Launched Jobs.Recruiter.com, a new career community for recruiters and talent acquisition professionals, to support increased demand for Recruiters on Demand and to allow employers to market their recruiting roles through online listings.

	·	Expanded AI Software index to include over 150 million profiles of potential candidates found on the Internet and other proprietary sources, empowering employers with the capacity to automate candidate campaigning and engagement to a massive network of talent profiles;

	·	Appointed Xuan Smith as Chief Technology Officer, with over a decade of technology leadership roles at multiple startups;

	·	Appointed Angela Copeland as Vice President of Marketing, with extensive experience in digital marketing, customer acquisition, and organizational strategy, along with an impressive background in the career space that includes over a decade of thought leadership, as a speaker, a nationally syndicated career columnist and an author;

	·	Received multiple media appearances for the Recruiter Index, Recruiter.com's proprietary monthly survey of recruiter sentiment on the job market, and hiring and recruiting demand. Most notably, Evan Sohn, our Chairman and Chief Executive Officer, appeared on Yahoo Finance Live on September 4, 2021, to discuss job market conditions and the labor market.

	·	Announced the "Enterprise Plan" for Recruiters on Demand. This program is designed to help employers hire multiple full-time recruiters, to respond to increasing customer demand for recruiting and talent acquisition talent.

	·	Released the results of our September 2021 Recruiter Index, which saw candidate sentiment increase for the first time since November 2020.

	·	Evan Sohn delivered a keynote address on the "Changing World of Work," at the LD Micro Conference, an investor conference that took place from October 12-14th, 2021. Sohn also presented the Company at Benzinga's Small Cap Conference on October 27, 2021.

	·	Evan Sohn appeared on CNBC on October 7th, 2021, to discuss the Recruiter Index and the labor market. He made a number of additional media appearances, including many popular industry and business podcasts. The company also was also cited in numerous job market-related articles by major publications, including CNN and Business Insider.

		Incorporated by Reference			Filed or Furnished
Exhibit No.	Exhibit Description	Form	Date	Number	Herewith
4.1	Warrant Agent Agreement by and between Recruiter.com Group, Inc., and Philadelphia Stock Transfer, Inc., dated July 2, 2021	8-K	7/6/21	4.3
4.2	Promissory Note issued to Parrut, Inc. on July 7, 2021.	8-K	7/12/21	4.1
4.3	Promissory Note issued to the Novo Group, Inc. on August 27, 2021.	8-K	9/2/21	4.1
10.1 #	Asset Purchase Agreement dated as of July 7, 2021, among Recruiter.com Group, Inc., and Parrut, Inc., and individuals named therein.	8-K	7/12/21	10.1
10.2	Registration Rights Agreement, dated as of July 7, 2021, by and between Recruiter.com Group, Inc., and Parrut, Inc.	8-K	7/12/21	10.2
10.3 #	Asset Purchase Agreement, dated as of August 27, 2021, among Recruiter.com Group, Inc., Novo Group, Inc., and individuals named therein.	8-K	9/2/21	10.1
10.4	Registration Rights Agreement, dated as of August 27, 2021, by and between Recruiter.com, Novo Group, Inc., and individuals named therein.	8-K	9/2/21	10.1
31.1	Certification of Principal Executive Officer (302)				X
31.2	Certification of Principal Financial Officer (302)				X
32.1	Certification of Principal Executive and Principal Financial Officer (906)				X*
101.INS	XBRL Instance Document				X
101.SCH	XBRL Taxonomy Extension Schema Document				X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document				X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document				X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document				X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document				X

Dated: November 15, 2021	RECRUITER.COM GROUP, INC.

	By:	/s/ Evan Sohn
		Evan Sohn
		Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Judy Krandel
		Judy Krandel
		Chief Financial Officer (Principal Financial Officer)

/s/ Evan Sohn
Evan Sohn
Chief Executive Officer
(Principal Executive Officer)

/s/ Judy Krandel
Judy Krandel
Chief Financial Officer
(Principal Financial Officer)