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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
June
30, 2023
Date
of Report (Date of earliest event reported)
STAFFING
360 SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-37575 |
|
68-0680859 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
757
3rd Avenue
27th
Floor
New
York, NY 10017
(Address
of principal executive offices)
(646)
507-5710
(Registrant’s
telephone number, including area code)
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) |
| |
|
|
| |
☐ |
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)) |
| |
|
|
| |
☐ |
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 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 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 13(a) of the Exchange Act. ☐
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common stock |
|
STAF |
|
NASDAQ |
Item
1.01 Entry Into a Material Definitive Agreement.
As
previously reported, on October 27, 2022, Staffing 360 Solutions, Inc. (the “Company”) entered that certain
Third Amended and Restated Note Purchase Agreement (the “Note Purchase Agreement”), by and among the Company,
the subsidiary guarantors party thereto and Jackson Investment Group, LLC (the “Purchaser”). On June 30, 2023,
the Company, the Purchaser and the subsidiary guarantors party thereto, entered into an amendment (“Amendment No. 1”)
to the Note Purchase Agreement to amend the interest payment dates of July 1, 2023, August 1, 2023, and September 1, 2023 to October
1, 2023, November 1, 2023 and December 1, 2023, respectively.
The
foregoing description of the Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the full
text of Amendment No. 1, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously reported, on May 18, 2023, the Company received a notice from the Listing Qualifications Staff (the “Staff”)
of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that as it has not yet filed its Form 10-Q
for the period ended April 1, 2023 (the “Form 10-Q”) pursuant to Nasdaq Listing Rule 5250(c)(1) (the “Rule”),
such matter serves as a basis for delisting the Company’s securities from Nasdaq in addition to the matters previously reported.
As previously disclosed in a Notification of Late Filing on Form 12b-25, filed with the Securities and Exchange Commission (the “SEC”)
on May 16, 2023, the Company was unable to file the Form 10-Q by the prescribed due date.
On
July 5, 2023, the Company received a notice (the “Notice”) from the Staff notifying the Company that it has
been granted an exception to enable the Company to regain compliance with the Rule pursuant to the following terms: on or before October
16, 2023, the Company must file the Form 10-Q, as required by the Rule. In the event the Company does not satisfy the terms of the exception,
the Staff will provide written notification that the Company’s common stock will be delisted.
The
Notice has no immediate effect on the listing of the Company’s common stock. There can be no assurance that the Company will regain
compliance with the Nasdaq’s rules or maintain compliance with any of the other Nasdaq continued listing requirements.
The
Company believes that it will regain compliance with the Rule once the Form 10-Q is filed with the SEC.
Item
9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| Date: July 7, 2023 |
STAFFING 360 SOLUTIONS, INC. |
| |
|
|
| |
By: |
/s/ Brendan
Flood |
| |
|
Brendan Flood |
| |
|
Chairman and Chief Executive Officer |
Exhibit
10.1
AMENDMENT
TO THIRD AMENDED AND RESTATED NOTE PURCHASE AGREEMENT
THIS
AMENDMENT TO THIRD AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (this “Agreement”), dated and effective as
of June 30, 2023, is by and among Staffing 360 Solutions, Inc., a Delaware corporation (the “Company”), the
entities identified on the signature pages hereto as subsidiary guarantors (collectively, the “Subsidiary Guarantors”;
the Subsidiary Guarantors and the Company are referred to herein collectively as the “Obligors”), and Jackson
Investment Group, LLC (the “Purchaser”).
WHEREAS,
the Obligors and Purchaser are parties to that Third Amended and Restated Note Purchase Agreement, dated as of October 27, 2022 (as the
same may be amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”;
capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Purchase Agreement); and
WHEREAS,
the Obligors and the Purchaser have agreed to amend the Purchase Agreement as set forth herein.
NOW
THEREFORE, for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Amendment
to Purchase Agreement. The Purchase Agreement is hereby amended by deleting and replacing the final sentence of Section 2.2(a) thereof
in its entirety with the following (the underlined text reflects the amended portion):
“All
accrued and unpaid interest on the outstanding principal balance of the Third Amended and Restated Note shall be due and payable in arrears
in cash on a monthly basis on the first day of each month in each year on and after the date hereof (with the first such monthly payment
due on November 1, 2022; each such monthly payment date being referred to herein as an “Interest Payment Date”) and
on the Maturity Date; provided that (i) the interest payment that would, pursuant to this sentence, be due on the Interest Payment
Date occurring on July 1, 2023 shall instead be due on the Interest Payment Date occurring on October 1, 2023, (ii) the interest payment
that would, pursuant to this sentence, be due on the Interest Payment Date occurring on August 1, 2023 shall instead be due on the Interest
Payment Date occurring on November 1, 2023; and (iii) the interest payment that would, pursuant to this sentence, be due on the Interest
Payment Date occurring on September 1, 2023 shall instead be due on the Interest Payment Date occurring on December 1, 2023.”
2. All
references in the Purchase Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”,
“herein” and “hereof”) and all references in the Note Documents to the Purchase Agreement shall henceforth be
references to the Purchase Agreement as modified and amended hereby, and as may, from time to time, be further amended, modified, extended,
renewed, or increased. Any and all of the terms and provisions of the other Note documents are hereby amended and modified wherever necessary,
even though not specifically addressed herein, so as to conform to the amendments and modifications set forth herein.
3. This
Agreement shall become effective as of the date of this Agreement upon the execution and delivery of this Agreement by each of the parties
hereto.
4. This
Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy
or other electronic transmissions, e.g. .pdf), and all of said counterparts taken together shall be deemed to constitute one and the
same instrument.
5. This
Agreement shall be deemed and shall constitute a “Note Document” and “Transaction Document” as such terms are
defined in the Purchase Agreement.
6. GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE
PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS). THE TERMS OF SECTIONS 10.12 AND 10.13 OF THE PURCHASE AGREEMENT WITH RESPECT
TO SUBMISSION TO JURISDICTION, CONSENT TO SERVICE OF PROCESS, VENUE AND WAIVER OF JURY TRIAL ARE INCORPORATED HEREIN BY REFERENCE, MUTATIS
MUTANDIS, AND THE PARTIES HERETO AGREES TO SUCH TERMS. NOTHING IN THIS SECTION OR IN ANY OTHER NOTE DOCUMENT SHALL AFFECT OR IMPAIR IN
ANY MANNER OR TO ANY EXTENT THE RIGHT OF THE PURCHASER TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST OBLIGOR OR ALL OR ANY
PARTY OF THE COLLATERAL IN ANY JURISDICTION OR TO SERVE PROCESS IN ANY MANNER PERMITTED UNDER APPLICABLE LAW OR IN EQUITY.
[SIGNATURE
PAGES TO FOLLOW]
IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed by its authorized officers, and the Purchaser,
has caused the same to be accepted by its authorized officer, as of the day and year first above written.
| |
COMPANY: |
| |
|
|
| |
STaffing
360 solutions, inc. |
| |
|
|
| |
By: |
/s/ Brendan Flood |
| |
Name:
|
Brendan
Flood |
| |
Title:
|
Chairman
and Chief Executive Officer |
| |
|
|
| |
SUBSIDIARY
GUARANTORS: |
| |
|
|
| |
FARO
RECRUITMENT AMERICA, INC. |
| |
|
|
| |
By: |
/s/
Brendan Flood |
| |
Name:
|
Brendan
Flood |
| |
Title: |
President
and Chief Executive Officer |
| |
|
|
| |
MONROE
STAFFING SERVICES, LLC |
| |
|
| |
By: |
/s/
Brendan Flood |
| |
Name:
|
Brendan
Flood |
| |
Title:
|
President
and Chief Executive Officer |
| |
LIGHTHOUSE
PLACEMENT SERVICES, INC. |
| |
|
|
| |
By: |
/s/
Brendan Flood |
| |
Name:
|
Brendan
Flood |
| |
Title:
|
President |
| |
|
|
| |
KEY
RESOURCES, INC. |
| |
|
|
| |
By: |
/s/
Brendan Flood |
| |
Name:
|
Brendan
Flood |
| |
Title:
|
President
and Chief Executive Officer |
| |
|
|
| |
HEADWAY
WORKFORCE SOLUTIONS, INC. |
| |
|
|
| |
By:
|
/s/
Brendan Flood |
| |
Name: |
Brendan Flood |
| |
Title: |
President |
| |
|
|
| |
HEADWAY
EMPLOYER SERVICES, LLC |
| |
|
|
| |
By: |
/s/
Brendan Flood |
| |
Name: |
Brendan
Flood |
| |
Title: |
President |
| |
|
|
| |
HEADWAY
PAYROLL SOLUTIONS, LLC |
| |
|
|
| |
By: |
/s/
Brendan Flood |
| |
Name: |
Brendan Flood |
| |
Title: |
President |
| |
|
|
| |
HEADWAY
HR SOLUTIONS, INC. |
| |
|
|
| |
By: |
/s/
Brendan Flood |
| |
Name: |
Brendan Flood |
| |
Title: |
President |
| |
|
|
| |
NC
PEO HOLDINGS, LLC |
| |
|
|
| |
By: |
/s/
Brendan Flood |
| |
Name: |
Brendan Flood |
| |
Title: |
President |
| |
PURCHASER: |
| |
|
|
| |
JACKSON
INVESTMENT GROUP, LLC |
| |
|
|
| |
By: |
/s/
Richard L. Jackson |
| |
Name:
|
Richard
L. Jackson |
| |
Title:
|
Chief
Executive Officer |
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Staffing 360 Solutions (NASDAQ:STAF)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
Staffing 360 Solutions (NASDAQ:STAF)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024
