STAF Staffing 360 Solutions Inc

Item 1.01 Entry into a Material Definitive Agreement.

On May 20, 2020, Key Resources Inc. (“KRI”), Lighthouse Placement Services, LLC (“LH”) and Staffing 360 Georgia, LLC (“SG”), each a wholly owned direct or indirect subsidiary of Staffing 360 Solutions, Inc. (the “Company”), entered into the following notes, each dated May 20, 2020, with Newton Federal Bank, pursuant to the Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the U.S. Small Business Administration. KRI entered into a note (the “KRI Note”) for the principal amount of $5,442,700, LH entered into a note (the “LH Note”) for the principal amount of $1,889,794, and SG entered into a note (the “SG Note,” and, together with the KRI Note and LH Note, the “Notes”) for the principal amount of $2,062,557. The combined total of these three notes is $9,395,051.

In accordance with the requirements of the CARES Act, the Company, KRI, LH and SG (the “Borrowers”) will use the proceeds from the Notes in accordance with the requirements of the PPP to cover certain qualified expenses, including payroll costs, rent and utility costs. Interest accrues on each of the Notes at the rate of 1.00% per annum. The Borrowers may apply for forgiveness of the amount due under the Notes, in an amount equal to the sum of qualified expenses under the PPP. The Borrowers intend to use the entire proceeds under the Notes for such qualifying expenses.

Subject to any forgiveness under the PPP, each of the Notes mature two years following the date of issuance of the Notes and include a period for the first six months during which time required payments of interest and principal are deferred. Beginning on the seventh month following the date of each of the Notes, the Borrowers are required to make 18 monthly payments of principal and interest. The Notes may be prepaid at any time prior to maturity. The Notes provide for customary events of default, including, among others, those relating to breaches of obligations under the Notes, including a failure to make payments, any bankruptcy or similar proceedings involving the Borrowers, and certain material effects on the Borrowers’ ability to repay the Notes. The Borrowers did not provide any collateral or guarantees for the Notes.

The foregoing descriptions of the Notes are qualified by reference to the complete text of the Notes, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.