Washington, D.C. 20549

(Amendment No. 1)


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

July 5, 2019


Date of Report (Date of earliest event reported)


(Exact name of registrant as specified in its charter)








(State or other jurisdiction of



(Commission File Number)


(I.R.S. Employer

Identification Number)

641 Lexington Avenue

27 th Floor

New York, NY 10022

(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))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class


Trading Symbol(s)


Name of each exchange on which registered

Common stock







Indicate by check mark whether the registrant is an emerging growth company as defined in 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.   



Explanatory Note


Staffing 360 Solutions, Inc. (the “Company”) is filing this Form 8-K/A solely to amend the incorrect item number reference in the original Current Report on Form 8-K filed with the Securities and Exchange Commission on July 11, 2019 (the “Original Filing”). The Original Filing incorrectly referenced “Item 1.01 Entry into a Material Definitive Agreement.” rather than “Item 8.01 Other Events” with respect to the disclosure by the Company in the Original Filing. For the convenience of the reader, this Form 8-K/A amends and restates the Original Filing in its entirety.


Item 8.01 Other Events


On July 5, 2019, Staffing 360 Solutions, Inc. (the “Company”) and Staffing 360 Solutions Limited (“Staffing (UK)”) entered into a Settlement Deed (the “Deed”) with the certain selling shareholders (“CBS Butler Shareholders”) of CBS Butler Holdings Limited (“CBS Butler”).  CBS Butler was acquired by the company pursuant to a share purchase agreement between the Company and the CBS Butler Shareholders on September 15, 2019.  The Deed was made by the parties with respect to (i) a claim for indemnification by the Company and Staffing (UK) against the CBS Butler Shareholders for breach of representations and warranties resulting in damages of up to GBP 4.9 million and (2) a claim by the CBS Butler Shareholders against the Company and Staffing (UK) for earn-out payments under the Share Purchase Agreement in the amount of approximately GBP 3.5 million (collectively, the “Claims”).  Among other agreements contained in the Deed, the parties agreed to the full and final satisfaction of Claims in exchange for a payment of approximately GBP 2.1 million by the Company and Staffing (UK) to the CBS Butler Shareholders.  The payment is due no later than July 26, 2019.  






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 hereunto duly authorized.


Date:  August 16, 2019









/s/ Brendan Flood



Brendan Flood



Chief Executive Officer











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