Staffing 360 Solutions Announces $4.7 Million Private Placement
April 21 2021 - 11:20AM
Staffing 360 Solutions, Inc. (NASDAQ: STAF) (“Staffing” or “the
Company”), a staffing company executing an international
buy-integrate-build strategy through the acquisition of staffing
organizations in the United States and the United Kingdom, today
announced it has entered into a securities purchase agreement with
certain institutional investors in connection with a private
placement of 4,697.6328 shares of Series F convertible preferred
stock (the “Series F Preferred Stock”) at a price
of $1,000 per share and warrants to purchase upon to an
aggregate of 7,829,388 shares of common stock at an exercise price
of $0.60 per share (the “Warrants”). The Company expects
to receive gross proceeds from the private placement
of approximately $4.7 million. The offering is expected to
close on or about April 23, 2021, subject to satisfaction of
customary closing conditions.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
The Series F Preferred Stock is convertible into
an aggregate of approximately 7,829,388 shares of common stock at a
conversion price of $0.60 per share, subject to certain
ownership limitations, upon the Company amending its certificate of
incorporation to provide for the full conversion of the Series F
Preferred Stock, the full exercise of the Warrants and the
satisfaction of the minimum bid requirements of the Nasdaq Capital
Market (the “Amendment Date”). The Series F Preferred Stock is only
entitled to dividends in the event dividends are paid on the
Company's common stock and will not have any preferences over the
Company's common stock, including liquidation rights. The Warrants
are exercisable upon the later of the Amendment Date and six months
following the closing of the private placement, and will expire
five years following the date that the Warrants first become
exercisable.
Staffing intends to use $1,000,000 of the net
proceeds received from the offering for working capital purposes
and the remaining proceeds will be used to repay existing debt
and/or redeem shares of Series E Convertible Preferred Stock.
The offer and sale of the foregoing securities
are being made in a transaction not involving a public offering and
have not been registered under the Securities Act of 1933, as
amended (the “Securities Act”), or applicable state securities
laws. Accordingly, the securities may not be reoffered or resold in
the United States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Securities Act and such applicable state
securities laws.
Under an agreement with the investors, the
Company is required to file an initial registration statement with
the Securities and Exchange Commission (the “SEC”) covering the
resale of the shares of the Company’s common stock underlying the
Series F Preferred Stock and the Warrants no later than 30 days
after today and to use best efforts to have the registration
statement declared effective as promptly as practical thereafter,
and in any event no later than 60 days after the Amendment
Date.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of the securities in any state in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of such
state.
About Staffing 360 Solutions, Inc.Staffing 360
Solutions, Inc. is engaged in the execution of an international
buy-integrate-build strategy through the acquisition of domestic
and international staffing organizations in the United States and
United Kingdom. For more information,
visit www.staffing360solutions.com.
Forward-Looking StatementsThis
press release contains forward-looking statements, which may be
identified by words such as “expect,” “look forward to,”
“anticipate” “intend,” “plan,” “believe,” “seek,” “estimate,”
“will,” “project” or words of similar meaning. Forward-looking
statements are not guarantees of future performance, are based on
certain assumptions and are subject to various known and unknown
risks and uncertainties, many of which are beyond the Company’s
control, and cannot be predicted or quantified, and include, among
others, the satisfaction of the conditions to the closing of the
private placement and the consummation thereof, statements
regarding the intended use of net proceeds from the private
placement; consequently, actual results may differ materially from
those expressed or implied by such forward-looking statements. Such
risks and uncertainties include, without limitation; the Company’s
ability to retain the listing of its common stock on the Nasdaq
Capital Market; the geographic, social and economic impact of
COVID-19 on the Company’s ability to conduct its business and raise
capital in the future when needed; weakness in general economic
conditions and levels of capital spending by customers in the
industries the Company serves; weakness or volatility in the
financial and capital markets, which may result in the postponement
or cancellation of customer capital projects or the inability of
the Company’s customers to pay the Company’s fees; the termination
of a major customer contract or project; delays or reductions in
U.S. government spending; credit risks associated with the
Company’s customers; competitive market pressures; the availability
and cost of qualified labor; the Company’s level of success in
attracting, training and retaining qualified management personnel
and other staff employees; changes in tax laws and other government
regulations, including the impact of health care reform laws and
regulations; the possibility of incurring liability for the
Company’s business activities, including, but not limited to, the
activities of the Company’s temporary employees; the Company’s
performance on customer contracts; negative outcome of pending and
future claims and litigation; government policies, legislation or
judicial decisions adverse to the Company’s businesses; the
Company’s ability to access the capital markets by pursuing
additional debt and equity financing to fund its business plan and
expenses on terms acceptable to the Company or at all; the
Company’s ability to achieve loan forgiveness under Paycheck
Protection Program; and the Company’s ability to comply with its
contractual covenants, including in respect of its debt agreements,
as well as various additional risks, many of which are now unknown
and generally out of the Company’s control, and which are detailed
from time to time in reports filed by the Company with the SEC,
including quarterly reports on Form 10-Q, reports on Form 8-K and
annual reports on Form 10-K. The Company does not undertake any
duty to update any statements contained herein (including any
forward-looking statements), except as required by law.
Investor Relations Contacts:Terri MacInnis, VP
of IRBibicoff + MacInnis, Inc.(818) 379-8500
x2terri@bibimac.com
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