Washington, D.C. 20549



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

September 11, 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

27th 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.   




Item 1.01 Entry into a Material Definitive Agreement


On September 11, 2019, Staffing 360 Solutions, Inc. (the “Company”) and Monroe Staffing Services, LLC (“Monroe Staffing”), an indirect subsidiary of the Company, entered into an Amendment Agreement (the “Amendment Agreement”) with Pamela D. Whitaker (“Seller”) to amend a Share Purchase Agreement (the “Share Purchase Agreement”) previously entered into on August 27, 2018, pursuant to which the Seller sold 100% of the common shares of Key Resources Inc. to Monroe Staffing, as previously reported in the Company’s Form 8-K dated August 27, 2018.


Pursuant to the Amendment Agreement, Monroe Staffing may delay the payment of the first year earnout payment of $2,027,198, which had been due to Seller on August 27, 2019, until not later than February 27, 2020.  For each full calendar month beyond August 27, 2019, that such payment is delayed, Monroe Staffing shall pay Seller interest in the amount of $10,000 with the first such payment of interest due on September 30, 2019.  In addition, the Share Purchase Agreement was further amended to change the due date for the second year earnout payment of $2,027,198 from August 27, 2020, to February 27, 2020.


The foregoing description of the Amendment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits







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:  September 12, 2019









/s/ Brendan Flood



Brendan Flood



Chief Executive Officer






Staffing 360 Solutions (NASDAQ:STAF)
Historical Stock Chart
From Jun 2020 to Jul 2020 Click Here for more Staffing 360 Solutions Charts.
Staffing 360 Solutions (NASDAQ:STAF)
Historical Stock Chart
From Jul 2019 to Jul 2020 Click Here for more Staffing 360 Solutions Charts.