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
December
30, 2020
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)
|
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:
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[ ] |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
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[ ] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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[ ] |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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[ ] |
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 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.
[ ]
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 |
|
STAF |
|
NASDAQ |
Item
1.01 Entry into a Material Definitive Agreement.
On
December 30, 2020, Staffing 360 Solutions, Inc. (the “Company”)
entered into a securities purchase agreement (the “Purchase
Agreement”) with certain institutional and accredited investors
(the “Purchasers”). Pursuant to the Purchase Agreement, the Company
agreed to sell in a registered direct offering 2,662,596 shares
(the “Shares”) of the Company’s common stock, $0.00001 par value
per share (the “Common Stock”), to the Purchasers at an offering
price of $0.655 per share.
The
Company expects to receive net proceeds from the sale of the
Shares, after deducting placement agent fees and other estimated
offering expenses payable by the Company, of approximately $1.54
million. The Company intends to use approximately (i) 75% of the
net proceeds from the offering to redeem a portion of the Company’s
Second Amended and Restated 12% Senior Secured Note due September
30, 2020 and (ii) 25% of the net proceeds from the offering to
redeem a portion of the Company’s Series E Convertible Preferred
Stock.
The
offering is expected to close on December 31, 2020, subject to
satisfaction of customary closing conditions.
On
December 21, 2020, the Company entered into an engagement letter
(the “Engagement Letter”) with H.C. Wainwright & Co., LLC (the
“Wainwright”), pursuant to which Wainwright agreed to serve as the
exclusive placement agent for the Company, on a reasonable best
efforts basis, in connection with the offering. The Company will
pay Wainwright an aggregate cash fee equal to 7.5% of the gross
proceeds of the offering and a management fee equal to 1.0% of the
gross proceeds of the offering, and reimburse Wainwright for a
non-accountable expense allowance of $25,000 and $12,900 for
clearing expenses. Additionally, the Company has agreed to issue to
Wainwright or its designees warrants to purchase up to 199,695
shares of Common Stock, equal to 7.5% of the aggregate number of
shares of Common Stock placed in the offering (the “Wainwright
Warrants”). The Wainwright Warrants have a term of five (5) years
from the commencement of sales under the offering and an exercise
price of $0.8188 per share (equal to 125% of the offering price per
share).
Neither
the issuance of the Wainwright Warrants nor the shares of Common
Stock issuable upon the exercise of the Wainwright Warrants (the
“Wainwright Warrant Shares”) are registered under the Securities
Act of 1933, as amended (the “Securities Act”). The Wainwright
Warrants and the Wainwright Warrant Shares will be issued in
reliance on the exemptions from registration provided by Section
4(a)(2) under the Securities Act, for transactions not involving a
public offering.
The
sale of the Shares will be made pursuant to the Company’s effective
Registration Statement on Form S-3 (Registration No. 333-230503),
including a prospectus contained therein dated April 11, 2019, as
supplemented by a prospectus supplement, dated December 30, 2020,
relating to the offering.
The
Purchase Agreement contains customary representations, warranties,
and covenants of the Company and also provides for customary
indemnification by Company against certain liabilities of the
Purchasers.
A
copy of the opinion of Haynes and Boone, LLP relating to the
legality of the issuance and sale of the Shares is attached as
Exhibit 5.1 hereto.
The
foregoing descriptions of the terms and conditions of the Purchase
Agreement, the form of Wainwright Warrant, and the Engagement
Letter are qualified in their entirety by reference to the full
text of the Purchase Agreement, the form of Wainwright Warrant, and
the Engagement Letter, copies of which are attached hereto as
Exhibits 10.1, 4.1, and 99.1, respectively, and which are
incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information contained in Item 1.01 of this Current Report on Form
8-K in relation to the Wainwright Warrants and Wainwright Warrant
Shares is incorporated herein by reference.
Item
8.01 Other Events.
On
December 30, 2020, the Company issued a press release regarding the
transaction described above under Item 1.01 of this Current Report
on Form 8-K. A copy of the press release is attached hereto as
Exhibits 99.2 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
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:
December 31, 2020 |
STAFFING
360 SOLUTIONS, INC. |
|
|
|
|
| |
By: |
/s/
Brendan Flood |
| |
|
Brendan
Flood |
| |
|
Chairman
and Chief Executive Officer |
