Staffing 360 Solutions Announces Reverse Stock Split to Maintain NASDAQ Listing
June 30 2021 - 12:30PM
Staffing 360 Solutions, Inc. (NASDAQ: STAF), a company executing an
international buy-integrate-build strategy through the acquisition
of staffing organizations in the United States and the United
Kingdom, announced today that it intends to effect a reverse stock
split of its common stock at a ratio of 1 post-split share for
every 6 pre-split shares. The reverse stock split will become
effective at 5:00 p.m. on Wednesday, June 30, 2021. Staffing 360’s
common stock will continue to be traded on the NASDAQ Capital
Market under the symbol STAF and will begin trading on a
split-adjusted basis when the market opens on Thursday, July 1,
2021.
At a special meeting of stockholders held on
June 21, 2021, Staffing 360’s stockholders granted the Company’s
Board of Directors the discretion to effect a reverse stock split
of Staffing 360’s common stock through an amendment to its
Certificate of Incorporation at a ratio of not less than 1-for-2
and not more than 1-for-20, such ratio to be determined by the
Company’s Board of Directors.
At the effective time of the reverse stock
split, every six shares of Staffing 360’s issued and outstanding
common stock will be converted automatically into one issued and
outstanding share of common stock without any change in the par
value per share. Stockholders holding shares through a brokerage
account will have their shares automatically adjusted to reflect
the 1-for-6 reverse stock split. It is not necessary for
shareholders holding shares of the Company’s common stock in
certificated form to exchange their existing stock certificates for
new stock certificates of the Company in connection with the
reverse stock split, although stockholders may do so if they
wish.
The reverse stock split will affect all
stockholders uniformly and will not alter any stockholder’s
percentage interest in the Company’s equity, except to the extent
that the reverse stock split would result in a stockholder owning a
fractional share. Any fractional share of a stockholder resulting
from the reverse stock split will be rounded up to the nearest
whole number of shares. The reverse stock split will reduce the
number of shares of Staffing 360’s common stock outstanding from
39,166,528 million shares to approximately 6,527,755 million
shares. Proportional adjustments will be made to the number of
shares of Staffing 360’s common stock issuable upon exercise or
conversion of Staffing 360’s equity awards, convertible preferred
stock and warrants, as well as the applicable exercise price.
Stockholders with shares in brokerage accounts should direct any
questions concerning the reverse stock split to their broker; all
other stockholders may direct questions to the Company’s transfer
agent, Continental Stock Transfer & Trust Company, at
877-634-5370.
Brendan Flood, Chairman and Chief Executive
Officer said, “We are effecting this reverse stock split to raise
Staffing 360’s common stock price in order to regain compliance
with the NASDAQ Capital Market’s $1.00 per share minimum bid
continued listing requirement. We believe the trading of our shares
on a national market increases our visibility in the marketplace,
improves liquidity, broadens and diversifies our shareholder base,
and ultimately enhances long-term shareholder value.
“The recent full forgiveness of our largest PPP
loan of $10 million, along with building business momentum in Q1
and anticipated 20% revenue growth in Q2, are important steps in
our continuing fiscal recovery from the COVID-19 pandemic. Over the
next few quarters, we expect that the overall economic benefits of
the mostly vaccinated populations in the US and UK will help to
fuel our growth as we seek to establish sustainable profitable
growth on our way toward our goal to build a profitable $500
million revenue company,” Flood concluded.
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. The Company
believes that the staffing industry offers opportunities for
accretive acquisitions and as part of its targeted consolidation
model, is pursuing acquisition targets in the finance and
accounting, administrative, engineering, IT, and light industrial
staffing space. For more information, visit
http://www.staffing360solutions.com. Follow Staffing 360 Solutions
on Facebook, LinkedIn and Twitter.
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; consequently,
actual results may differ materially from those expressed or
implied by such forward-looking statements. Such risks and
uncertainties include, without limitation, our ability to retain
our listing on the Nasdaq Capital Market; market and other
conditions; 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. Staffing 360 Solutions does not
undertake any duty to update any statements contained herein
(including any forward-looking statements), except as required by
law.
Investor Relations Contact:Terri MacInnis, VP
of IRBibicoff + MacInnis, Inc.818.379.8500 x 2
terri@bibimac.com
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