Filed Pursuant to Rule 424(b)(3)
Registration
No. 333-268883
PROSPECTUS
Staffing
360 Solutions, Inc.
124,332
Shares of Common Stock
This
prospectus relates to the resale by the selling stockholder named in this prospectus from time to time of up to 124,332 shares of our
common stock, par value $0.00001 per share. These 124,332 shares of common stock consist of:
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100,000
shares of common stock, or the Common Shares, that were issued to Jackson Investment Group, LLC (“Jackson”) in connection
with the Third Amended and Restated Note Purchase Agreement (the “Amended Note Purchase Agreement”), dated as of October
27, 2022, by and between us and Jackson; and |
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24,332
shares of common stock, or the Warrant Shares, issuable upon the exercise of a warrant, or the Warrant, that was issued to Jackson
pursuant to the Amended Note Purchase Agreement. |
The
Common Shares and the Warrant were issued in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the
Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder. Jackson represented that
it was an “accredited investor” (as defined by Rule 501 under the Securities Act). We are registering the offer and resale
of the Common Shares and the Warrant Shares issuable upon the exercise of the Warrant to satisfy a provision in the Amended Note Purchase
Agreement, pursuant to which we agreed to register the resale of the Common Shares and the Warrant Shares.
Our
registration of the shares of common stock covered by this prospectus does not mean that the selling stockholder will offer or sell any
of such shares of common stock. The selling stockholder named in this prospectus, or its donees, pledgees, transferees or other successors-in-interest,
may resell the shares of common stock covered by this prospectus through public or private transactions at prevailing market prices,
at prices related to prevailing market prices or at privately negotiated prices. For additional information on the possible methods of
sale that may be used by the selling stockholder, you should refer to the section of this prospectus entitled “Plan of Distribution”.
We
will not receive any of the proceeds from the sale of common stock by the selling stockholder. However, we will receive proceeds from
the exercise of the Warrant if the Warrant is exercised for cash. We intend to use those proceeds, if any, for working capital purposes.
Any
shares of common stock subject to resale hereunder will have been issued by us and acquired by the selling stockholder prior to any resale
of such shares pursuant to this prospectus.
No
underwriter or other person has been engaged to facilitate the sale of the common stock in this offering. We will bear all costs, expenses
and fees in connection with the registration of the common stock. The selling stockholder will bear all commissions and discounts, if
any, attributable to its sales of our common stock.
Effective
as of 4:05 pm Eastern Time on June 23, 2022, we filed a Certificate of Amendment to our Amended and Restated Certificate of Incorporation,
or the Certificate of Incorporation, to effect a reverse stock split of the issued and outstanding shares of our common stock, at a ratio
of 1-for-10, or the 1-for-10 Reverse Stock Split. All share and per share prices in this prospectus have been adjusted to reflect the
1-for-10 Reverse Stock Split; however, common stock share and per share amounts in certain of the documents incorporated by reference
herein have not been adjusted to give effect to the 1-for-10 Reverse Stock Split.
Our
common stock is listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “STAF”. On December 22, 2022, the last reported
sales price for our common stock was $3.04 per share.
Investment
in our common stock involves a high degree risk. See “Risk Factors” contained in this prospectus on page 4, in our periodic
reports filed from time to time with the Securities and Exchange Commission (the “SEC”), which are incorporated by reference
in this prospectus, and in any applicable prospectus supplement. You should carefully read this prospectus and the documents we incorporate
by reference, before you invest in our common stock.
Neither
the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or the accuracy
of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is December 23, 2022.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of the registration statement that we filed with the SEC pursuant to which the selling stockholder named herein may,
from time to time, offer and sell or otherwise dispose of the shares of our common stock covered by this prospectus. As permitted by
the rules and regulations of the SEC, the registration statement filed by us includes additional information not contained in this prospectus.
This
prospectus and the documents incorporated by reference into this prospectus include important information about us, the securities being
offered and other information you should know before investing in our securities. You should not assume that the information contained
in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information
we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though
this prospectus is delivered or shares of common stock are sold or otherwise disposed of on a later date. It is important for you to
read and consider all information contained in this prospectus, including the documents incorporated by reference therein, in making
your investment decision. You should also read and consider the information in the documents to which we have referred you under “Where
You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus.
You
should rely only on this prospectus and the information incorporated or deemed to be incorporated by reference in this prospectus. We
have not, and the selling stockholder has not, authorized anyone to give any information or to make any representation to you other than
those contained or incorporated by reference in this prospectus. If anyone provides you with different or inconsistent information, you
should not rely on it. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy securities in any
jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document
that is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement, including, in
some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly,
such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
Unless
otherwise indicated, information contained or incorporated by reference in this prospectus concerning our industry, including our general
expectations and market opportunity, is based on information from our own management estimates and research, as well as from industry
and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly
available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be
reasonable. In addition, assumptions and estimates of our and our industry’s future performance are necessarily uncertain due to
a variety of factors, including those described in “Risk Factors” beginning on page 4 of this prospectus. These and other
factors could cause our future performance to differ materially from our assumptions and estimates.
This
prospectus is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful
to do so. We are not making an offer to sell these securities in any state or jurisdiction where the offer or sale is not permitted.
PROSPECTUS
SUMMARY
This
summary provides an overview of selected information contained elsewhere and does not contain all of the information you should consider
before investing in our securities. You should carefully read the prospectus and the registration statement of which this prospectus
is a part in their entirety before investing in our securities, including the information discussed under “Risk Factors”
in this prospectus and our financial statements and notes thereto that are included elsewhere in this prospectus. Some of the statements
in this prospectus constitute forward-looking statements that involve risks and uncertainties. See information set forth under the section
“Special Note Regarding Forward-Looking Statements.” As used in this prospectus, unless the context otherwise indicates,
the terms “we,” “our,” “us,” or the “Company” refer to Staffing 360 Solutions, Inc.,
a Delaware corporation, and its subsidiaries taken as a whole.
Overview
We
are a high-growth international staffing company engaged in the acquisition of United States and United Kingdom based staffing companies.
Our services principally consist of providing temporary contractors, and, to a much lesser extent, the recruitment of candidates for
permanent placement. As part of our consolidation model, we pursue a broad spectrum of staffing companies supporting primarily accounting
and finance, IT, engineering, administration and commercial disciplines. Our typical acquisition model is based on paying consideration
in the form of cash, stock, earn-outs and/or promissory notes. In furthering our business model, we are regularly in discussions and
negotiations with various suitable, mature acquisition targets. To date, we have completed eleven acquisitions since November 2013.
Corporate
Information
We
were incorporated in the State of Nevada on December 22, 2009, as Golden Fork Corporation, and changed our name to Staffing 360 Solutions,
Inc., and our trading symbol to “STAF”, on March 16, 2012. On June 15, 2017, we changed our state of domicile to the State
of Delaware. Our principal executive office is located at 757 Third Avenue, 27th Floor, New York, New York 10017, and our telephone number
is (646) 507-5710. Our website is www.staffing360solutions.com, and the information included in, or linked to our website is not part
of this prospectus. We have included our website address in this prospectus solely as a textual reference.
| THE
OFFERING |
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Common
Stock to be Offered
by
the Selling Stockholder |
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Up
to 124,332 shares of our common stock, which are comprised of (i) 100,000 Common Shares and (ii) 24,332 shares of common stock issuable
upon the exercise of the Warrant. |
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| Use
of Proceeds |
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All
shares of our common stock offered by this prospectus are being registered for the account of the selling stockholder and we will
not receive any proceeds from the sale of these shares. However, we will receive proceeds from the exercise of the Warrant if the
Warrant is exercised for cash. We intend to use those proceeds, if any, for working capital purposes. See “Use of Proceeds”
beginning on page 8 of this prospectus for additional information. |
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| Registration
Rights |
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Under
the terms of the Amended Note Purchase Agreement, we agreed to file this registration statement with respect to the registration
of the resale by the selling stockholder of the Common Shares issued pursuant to the Amended Note Purchase Agreement and the shares
of common stock issuable upon the exercise of the Warrant, not later than 60 days following the date of the Amended Note Purchase
Agreement, and to use reasonable best efforts to have the registration statement declared effective as promptly as practical thereafter.
See
“Selling Stockholder—Amended Note Purchase Agreement and Warrant with Jackson” on page 8 of this prospectus for
additional information. |
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| Plan
of Distribution |
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The
selling stockholder named in this prospectus, or its pledgees, donees, transferees, distributees, beneficiaries or other successors-in-interest,
may offer or sell the shares of common stock from time to time through public or private transactions at prevailing market prices,
at prices related to prevailing market prices or at privately negotiated prices. The selling stockholder may also resell the shares
of common stock to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions
or commissions.
See
“Plan of Distribution” beginning on page 13 of this prospectus for additional information on the methods of sale that
may be used by the selling stockholder. |
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| Nasdaq
Capital Market Symbol |
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Our
common stock is listed on Nasdaq under the symbol “STAF.” |
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| Risk
Factors |
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Investing
in our common stock involves significant risks. See “Risk Factors” beginning on page 4 of this prospectus and the documents
incorporated by reference in this prospectus. |
RISK
FACTORS
An
investment in our securities involves certain risks. Before deciding to invest in our securities, you should consider carefully the following
discussion of risks and uncertainties affecting us and our securities, together with other information in this prospectus and the other
information and documents incorporated by reference in this prospectus, including the risks, uncertainties and assumptions discussed
under the heading “Risk Factors” in our most recent Annual Report on Form 10-K for the fiscal year ended January 1, 2022,
or any updates in our Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. Our business, business prospects, financial condition
or results of operations could be seriously harmed as a result of these risks, which could cause the trading price of our common stock
to decline, resulting in a loss of all or part of your investment. Additional risks and uncertainties not presently known to us or that
we currently deem immaterial also may materially and adversely affect our business, financial condition and results of operations. Please
also read carefully the section below entitled “Special Note Regarding Forward-Looking Statements.”
Risks
Related to Our Business
The
COVID-19 pandemic and its ongoing effects have adversely affected our business and may continue to adversely affect our business.
In
December 2019, a strain of coronavirus was reported to have surfaced in Wuhan, China, and spread globally. The COVID-19 pandemic has,
from time to time, led to government-imposed quarantines, limitations on business activity and shelter-in-place mandates to mitigate
or contain the virus, and has contributed to financial market volatility and uncertainty, significant disruptions in general commercial
activity and the global economy, including in the United States and the United Kingdom where our operations are based. Much of the independent
contractor work we provide to our clients is performed at the site of our clients. As a result, we are subject to the plans and approaches
of our clients have made to address the COVID-19 pandemic, such as whether they support remote working or if they have simply closed
their facilities and furloughed employees. To the extent that our clients were to decide or are required to close their facilities, or
not permit remote work when they close facilities, we would no longer generate revenue and profit from that client. In addition, in the
event that our clients’ businesses suffer or close as a result of the COVID-19 pandemic and its ongoing effects, we may experience
a decline in our revenue or write-off of receivables from such clients. Developments such as social distancing and shelter-in-place directives
have impacted our ability to deploy our staffing workforce effectively in the past, thereby impacting contracts with customers in our
commercial staffing and professional staffing business streams, and may continue to impact our business and results of operations should
such measures be implemented again in the future.
Our
business was impacted in the fiscal year ended January 1, 2022, by numerous government-mandated lockdown periods in the United States
and United Kingdom. This had a large impact on the financial results of our numerous business streams, which differed in their financial
recoveries primarily due to the geographies and industries in which they operate.
The
ultimate impact of the COVID-19 pandemic and its ongoing effects continues to be highly uncertain and subject to future developments.
A continuation or worsening of the levels of market disruption and volatility seen in the recent past could have an adverse effect on
our ability to access capital and on the market price of our common stock, and affect our ability to successfully raise needed capital.
If we are unsuccessful in raising capital in the future, we may need to reduce activities, curtail or cease operations. The COVID-19
pandemic and its ongoing effects may continue to disrupt the marketplaces in which we operate, which may negatively affect our business,
results of operations and overall liquidity, as it has previously.
Risks
Related to our Financial Condition
We
review the recoverability of goodwill and other indefinite lived intangible assets annually as of the first day of our fiscal fourth
quarter, and whenever events or circumstances indicate that the carrying value of a reporting unit, including goodwill, or an indefinite
lived intangible asset may not be recoverable.
To
evaluate goodwill and other indefinite lived intangible assets for impairment, we may use qualitative assessments to determine whether
it is more likely than not that the fair value of a reporting unit, including goodwill, or an indefinite lived intangible asset is less
than its carrying amount. The qualitative assessments require assumptions to be made regarding multiple factors, including the current
operating environment, historical and future financial performance and industry and market conditions. If an initial qualitative assessment
identifies that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative
testing is performed. Alternatively, we may elect to bypass the qualitative assessment and instead perform a quantitative impairment
test to calculate the fair value of the reporting unit in comparison to its associated carrying value.
The
quantitative impairment tests require us to make an estimate of the fair value of our reporting units. An impairment could be recorded
as a result of changes in assumptions, estimates or circumstances, some of which are beyond our control. Because a number of factors
may influence determinations of fair value of goodwill, we are unable to predict whether impairments of goodwill will occur in the future,
and there can be no assurance that continued conditions will not result in future impairments of goodwill. The future occurrence of a
potential indicator of impairment could include matters such as (i) a decrease in expected net earnings; (ii) adverse equity market conditions;
(iii) a decline in current market multiples; (iv) a decline in our common stock price; (v) a significant adverse change in legal factors
or the general business climate; and (vi) a significant downturn in employment markets in the United States. Any such impairment would
result in us recognizing a non-cash charge in our consolidated statement of operations, which could adversely affect our business, results
of operations and financial condition.
Risks
Related to Our Common Stock and this Offering
We
may not meet the continued listing requirements of Nasdaq, which could result in a delisting of our common stock.
Our
common stock is listed on Nasdaq. We have in the past, and may in the future, be unable to comply with certain of the listing standards
that we are required to meet to maintain the listing of our common shares on Nasdaq. We have in the past received deficiency letters
from the Listing Qualifications Department of Nasdaq indicating that we did not meet the minimum bid price requirement under Nasdaq Listing
Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) or the minimum stockholders’ equity requirement under Nasdaq
Listing Rule 5550(b)(1), which requires listed companies to maintain stockholders’ equity of at least $2,500,000 (the “Stockholders’
Equity Requirement”).
For
example, on June 3, 2020, we received a letter from the Staff (the “Staff”) of Nasdaq notifying us that we were no longer
in compliance with the Stockholders’ Equity Requirement for continued listing on Nasdaq. A hearing before the Nasdaq Hearings Panel
(the “Panel”) was held on January 21, 2021, and we were granted an extension to regain compliance until February 28, 2021,
which was subsequently further extended to May 31, 2021. On June 28, 2021, we received a letter from the Staff notifying us that the
Panel determined that we had regained compliance with the Stockholders’ Equity Requirement. The Panel also imposed a panel monitor
(the “Panel Monitor”) under Nasdaq Listing Rule 5815(d)(4)(A) for a period of one year from the date of the June 28, 2021
letter, during which period we were expected to remain in compliance with all of Nasdaq’s continued listing requirements.
On
February 23, 2022, we received a letter from the Staff notifying us that we were no longer in compliance with the Minimum Bid Price Requirement,
for continued listing on Nasdaq. On April 12, 2022, we received a letter from Nasdaq notifying us that the Panel determined to grant
our request for continued listing on Nasdaq, subject to, among other provisions, effecting a reverse stock split and demonstrating compliance
with the Minimum Bid Price Requirement. On each of April 19, 2022 and May 20, 2022, we received letters from the Staff notifying us that
as we had not yet filed our Form 10-K for the period ended January 1, 2022 and our Form 10-Q for the period ended April 2, 2022, each
such matter serving as an additional basis for delisting our securities from Nasdaq under Nasdaq Listing Rule 5810(c)(2)(A). On May 4,
2022 the Panel granted us an extension request until July 11, 2022 to demonstrate compliance with the Minimum Bid Price Requirement.
On
June 23, 2022, we effected the 1-for-10 Reverse Stock Split, on June 24, 2022, we filed our Annual Report on Form 10-K for the fiscal
year ended January 1, 2022, and on July 14, 2022, we filed our Quarterly Report on Form 10-Q for the period ended April 2, 2022. On July
15, 2022, we received a letter from the Staff informing us that we had regained compliance with the Minimum Bid Price Requirement and
the subsequent delinquency concerns as described above. The letter additionally informed us that we are in compliance with the terms
of the Panel Monitor. We are now in compliance with the listing requirements required for continued listing on Nasdaq. Accordingly, the
Panel determined to continue the listing of our securities on Nasdaq and the aforementioned matters are now closed.
If
Nasdaq delists our common stock from trading on its exchange for failure to meet the listing standards, an investor would likely find
it significantly more difficult to dispose of or obtain our shares, and our ability to raise future capital through the sale of our shares
or issue our shares as consideration in acquisitions could be severely limited. Additionally, we may not be able to list our common stock
on another national securities exchange, which could result in our securities being quoted on an over-the-counter market. If this were
to occur, our stockholders could face significant material adverse consequences, including limited availability of market quotations
for our common stock and reduced liquidity for the trading of our securities. There can be no assurance that an active trading market
for our common stock will develop or be sustained. Delisting could also have other negative results, including the potential loss of
confidence by employees, the loss of institutional investor interest and fewer business development opportunities.
There
may be future sales of our securities or other dilution of our equity, which may adversely affect the market price of our common stock.
We
are generally not restricted from issuing additional common stock, including any securities that are convertible into or exchangeable
for, or that represent the right to receive, common stock. The market price of our common stock could decline as a result of sales of
common stock or securities that are convertible into or exchangeable for, or that represent the right to receive, common stock after
this offering or the perception that such sales could occur.
A
more active, liquid trading market for our common stock may not develop, and the price of our common stock may fluctuate significantly.
Historically,
the market price of our common stock has fluctuated over a wide range. During the 12-month period prior to the date of this prospectus,
after giving effect to the 1-for 10 Reverse Stock Split, our common stock traded as high as $11.10 per share and as low as $2.27 per
share. There has been relatively limited trading volume in the market for our common stock, and a more active, liquid public trading
market may not develop or may not be sustained. Limited liquidity in the trading market for our common stock may adversely affect a stockholder’s
ability to sell its shares of common stock at the time it wishes to sell them or at a price that it considers acceptable. If a more active,
liquid public trading market does not develop we may be limited in our ability to raise capital by selling shares of common stock and
our ability to acquire other companies or assets by using shares of our common stock as consideration. In addition, if there is a thin
trading market or “float” for our stock, the market price for our common stock may fluctuate significantly more than the
stock market as a whole. Without a large float, our common stock would be less liquid than the stock of companies with broader public
ownership and, as a result, the trading prices of our common stock may be more volatile and it would be harder for a stockholder to liquidate
any investment in our common stock. Furthermore, the stock market is subject to significant price and volume fluctuations, and the price
of our common stock could fluctuate widely in response to several factors, including:
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our
quarterly or annual operating results; |
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changes
in our earnings estimates; |
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investment
recommendations by securities analysts following our business or our industry; |
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additions
or departures of key personnel; |
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changes
in the business, earnings estimates or market perceptions of our competitors; |
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our
failure to achieve operating results consistent with securities analysts’ projections; |
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changes
in industry, general market or economic conditions; and |
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announcements
of legislative or regulatory changes. |
The
stock market has experienced extreme price and volume fluctuations in recent years that have significantly affected the quoted prices
of the securities of many companies, including companies in the staffing industry. The changes often appear to occur without regard to
specific operating performance. The price of our common stock could fluctuate based upon factors that have little or nothing to do with
us and these fluctuations could materially reduce our stock price.
We
do not anticipate paying dividends on our common stock and, accordingly, stockholders must rely on stock appreciation for any return
on their investment.
We
initiated a dividend program in early 2019 under which we intended to pay a regular quarterly cash dividend of $0.01 per share to holders
of our common stock. The first such dividend was paid on February 28, 2019 to shareholders of record as of February 15, 2019, but subsequent
dividends were suspended by our Board. In the future, our Board may, without advance notice, determine to initiate, reduce or suspend
our dividends in order to maintain our financial flexibility and best position us for long-term success. The declaration and amount of
future dividends is at the discretion of our Board and will depend on our financial condition, results of operations, cash flows, prospects,
industry conditions, capital requirements and other factors and restrictions our Board deems relevant. In addition, we are limited in
our ability to pay dividends by certain of our existing agreements. In particular, our debt agreements only permit us to pay a quarterly
cash dividend of one cent per share of common stock issued and outstanding, provided, that such cash dividend does not exceed $100 in
the aggregate per fiscal quarter. We may not pay such dividends if any events of default exist under our debt agreements.
Accordingly,
we cannot be certain if we will be able to pay quarterly cash dividends to holders of our common stock in the foreseeable future. Consequently,
investors must mainly rely on sales of their common stock after price appreciation, which may never occur, as the primary way to realize
any future gains on their investment. There is no guarantee that shares of our common stock will appreciate in value or even maintain
the price at which our stockholders have purchased their shares.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the information incorporated by reference may include “forward-looking statements” within the meaning of Section
27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our use
of the words “may,” “will,” “would,” “could,” “should,” “believes,”
“estimates,” “projects,” “potential,” “expects,” “plans,” “seeks,”
“intends,” “evaluates,” “pursues,” “anticipates,” “continues,” “designs,”
“impacts,” “forecasts,” “target,” “outlook,” “initiative,” “objective,”
“designed,” “priorities,” “goal” or the negative of those words or other similar expressions is intended
to identify forward-looking statements that represent our current judgment about possible future events. Forward-looking statements should
not be read as a guarantee of future performance or results and will probably not be accurate indications of when such performance or
results will be achieved. All statements included in this prospectus and in related comments by our management, other than statements
of historical facts, including without limitation, statements about future events or financial performance, are forward-looking statements
that involve certain risks and uncertainties. These statements are based on certain assumptions and analyses made in light of our experience
and perception of historical trends, current conditions and expected future developments as well as other factors that we believe are
appropriate in the circumstances. Important factors that could cause actual results to differ materially from these forward-looking statements
include, but are not limited to: weakness in general economic conditions and levels of capital spending by customers in the industries
we serve; weakness or volatility in the financial and capital markets, which may result in the postponement or cancellation of our customers’
capital projects or the inability of our customers to pay our fees; the termination of a major customer contract or project; delays or
reductions in U.S. government spending; credit risks associated with our customers; competitive market pressures; the availability and
cost of qualified labor; our 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 our business activities, including, but not limited to, the activities of our temporary employees; our performance
on customer contracts; negative outcome of pending and future claims and litigation; government policies, legislation or judicial decisions
adverse to our businesses; potential cost overruns and possible rejection of our business model and/or sales methods; impairment of goodwill;
our ability to access the capital markets by pursuing additional debt and equity financing to fund our business plan and expenses on
terms acceptable to us or at all; and our ability to comply with our contractual covenants, including in respect of our debt.
While
these forward-looking statements represent our judgment on what the future may hold, and we believe these judgments are reasonable, these
statements are not guarantees of any events or financial results. Whether actual future results and developments will conform with our
expectations and predictions is subject to a number of risks and uncertainties, including the risks and uncertainties discussed under
the caption “Risk Factors” in this prospectus and in our Annual Report on Form 10-K for the fiscal year ended January 1,
2022, as well as any updates to such risks and uncertainties disclosed in our Quarterly Reports on Form 10-Q or Current Reports on Form
8-K.
Consequently,
all of the forward-looking statements made in this prospectus as well as all of the forward-looking statements incorporated by reference
to our filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are qualified by these cautionary
statements and there can be no assurance that the actual results or developments that we anticipate will be realized or, even if realized,
that they will have the expected consequences to or effects on us and our subsidiaries or our businesses or operations. We caution investors
not to place undue reliance on forward-looking statements. We undertake no obligation to update publicly or otherwise revise any forward-looking
statements, whether as a result of new information, future events, or other such factors that affect the subject of these statements,
except where we are expressly required to do so by law.
USE
OF PROCEEDS
All
shares of common stock offered by this prospectus are being registered for the account of the selling stockholder and we will not receive
any proceeds from the sale of these shares. However, we will receive proceeds from the exercise of the Warrant if the Warrant is exercised
for cash. We intend to use those proceeds, if any, for working capital purposes.
SELLING
STOCKHOLDER
Unless
the context otherwise requires, as used in this prospectus, “selling stockholder” includes the selling stockholder listed
below and donees, pledgees, transferees or other successors-in-interest selling shares received after the date of this prospectus from
the selling stockholder as a gift, pledge or other non-sale related transfer.
We
have prepared this prospectus to allow the selling stockholder or its successors, assignees or other permitted transferees to sell or
otherwise dispose of, from time to time, up to 124,332 shares of our common stock, which are comprised of (i) 100,000 Common Shares and
(ii) 24,332 shares of common stock issuable upon the exercise of the Warrant.
Amended
Note Purchase Agreement and Warrant with Jackson
On
October 27, 2022, we entered into the Amended Note Purchase Agreement with Jackson, which amended and restated the Second Amended and
Restated Note Purchase Agreement, dated October 26, 2020, as amended, and issued to Jackson the Third Amended and Restated Senior Secured
12% Promissory Note (the “Jackson Note”), with a remaining outstanding principal balance of approximately $9.0 million.
Under
the terms of the Amended Note Purchase Agreement and the Jackson Note, we are required to pay interest on the Jackson Note at a per annum
rate of 12% and in the event we have not repaid in cash at least 50% of the outstanding principal balance of the Jackson Note by October
27, 2023, then interest on the outstanding principal balance of the Jackson Note shall continue to accrue at 16% per annum of the outstanding
principal balance of the Jackson Note until the Jackson Note is repaid in full. The Amended Note Purchase Agreement also extends the
maturity date of the Jackson Note from October 28, 2022 to October 14, 2024. On October 27, 2022, in connection with the Amended Note
Purchase Agreement, we issued to Jackson the Common Shares and the Warrant to purchase up to 24,332 shares of common stock at an exercise
price of $3.06 per share. The Warrant is exercisable six months from October 27, 2022, and expires on October 27, 2027.
Pursuant
to the Amended Note Purchase Agreement, we are required to file a resale registration statement with the SEC covering the resale of the
Common Shares and the Warrant Shares no later than 60 days after October 27, 2022, and to use reasonable best efforts to have such registration
statement declared effective thereafter. Additionally, pursuant to the Amended Note Purchase Agreement, we agreed that upon the registration
statement being declared effective under the Securities Act, we shall also (i) prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement
effective for the period of the distribution and to comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement in accordance with Jackson’s intended method of disposition, (ii) use
commercially reasonable efforts to register or qualify the securities covered by such registration statement under the securities or
blue sky laws of such jurisdictions as the sellers of securities or, in the case of an underwritten public offering, the managing underwriter,
may reasonably request, and (iii) notify Jackson when the prospectus or any prospectus supplement or post-effective amendment has been
filed, and, with respect to such registration statement or any post-effective amendment, when the same has become effective, of any request
by the SEC for amendments or supplements to such registration statement or to amend or to supplement such prospectus or for additional
information, of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or the initiation
of any proceedings for that purpose.
Relationship
with the Selling Stockholder
Except
as described below and above under “—Amended Note Purchase Agreement and Warrant with Jackson”, the selling stockholder
does not have, or within the past three years has not had, any position, office or other material relationship with us.
Second
Amended and Restated Note Purchase Agreement and Note
On
October 26, 2020, we entered into the Second Amended and Restated Note Purchase Agreement and an Amended and Restated Senior Secured
12% Promissory Note (the “2020 Jackson Note”) with Jackson, which amended and restated our Amended and Restated Note Purchase
Agreement with Jackson dated September 15, 2017 (the “First Amended and Restated Note Purchase Agreement”). The Second Amended
and Restated Note Purchase Agreement refinanced an aggregate of $48.7 million of indebtedness advanced to us by Jackson pursuant to the
First Amended and Restated Note Purchase Agreement and a Senior Secured 12% Promissory Note. In connection with the amendment and restatement,
we paid Jackson an amendment fee of $488,123.92
Amendments
to Existing Warrant Agreement with Jackson
On
October 26, 2020, in connection with the entry into the Second Amended and Restated Note Purchase Agreement, we entered into Amendment
No. 3 to the Amended and Restated Warrant Agreement, dated April 25, 2018, as amended (the “Existing Warrant”), with Jackson.
Pursuant to Amendment No. 3, the exercise price of the Existing Warrant was reduced from $60.00 per share to $3.60 per share, such exercise
price adjusted to give effect to the 1-for-6 reverse stock split effectuated on June 30, 2021 and the 1-for-10 Reverse Stock Split, and
the term of the Existing Warrant was extended to January 26, 2026. On October 27, 2022, in connection with the entry into the Amended
Note Purchase Agreement, the Company entered into Amendment No. 4 (“Amendment No. 4”) to the Existing Warrant with Jackson.
Pursuant to Amendment No. 4, the exercise price of the Existing Warrant was reduced to $3.06 per share and the term extended to January
26, 2028. Pursuant to the Existing Warrant, as amended from time to time, Jackson may purchase up to 15,093 shares of common stock.
2021
Jackson Waivers
Jackson
was the sole owner of our then-outstanding Series E Convertible Preferred Stock (the “Series E Preferred Stock”) and Series
E-1 Convertible Preferred Stock (the “Series E-1 Preferred Stock”). On February 5, 2021, we entered into a Limited Consent
and Waiver (the “February 2021 Limited Consent”) with Jackson whereby, among other things, Jackson agreed that we could use
75% of the proceeds from the public offering that closed on February 12, 2021 (the “February 2021 Offering”) to redeem a
portion of the 2020 Jackson Note, which at the time had an outstanding principal amount and accrued interest of approximately $32.7 million
and 25% of the net proceeds from the February 2021 Offering to redeem a portion of our then-outstanding Series E Preferred Stock and
Series E-1 Preferred Stock, notwithstanding certain provisions of the Certificate of Designation of our Series E Convertible Preferred
Stock (the “Series E Certificate of Designation”) that would have required us to use all the proceeds from the February 2021
Offering to redeem the Series E Preferred Stock and the Series E-1 Preferred Stock. On April 8, 2021, the February 2021 Limited Consent
was extended to June 17, 2021.
On
February 5, 2021, we also entered into a Limited Waiver and Agreement (the “February 2021 Limited Waiver”) with Jackson,
whereby Jackson agreed, among other things, that it would not convert any shares of the Series E Preferred Stock or Series E-1 Preferred
Stock into shares of our common stock or exercise any warrants to purchase shares to the extent that doing so would cause the number
of our authorized but unissued shares of common stock to be less than the number of shares being offered in the February 2021 Offering.
Jackson also waived any event of default under the Series E Certificate of Designation and the 2020 Jackson Note that would have resulted
from our having an insufficient number of authorized shares of common stock to honor conversions of the Series E Preferred Stock and
Series E-1 Preferred Stock and the exercise of Jackson’s warrants. On April 8, 2021, the February 2021 Limited Waiver was extended
to June 17, 2021, and on May 6, 2021, in connection with the issuance of the Series G Preferred Stock (as defined below) in exchange
for the Series E Preferred Stock and Series E-1 Preferred Stock, the February 2021 Limited Waiver was extended to June 30, 2021.
In
connection with the registered direct offering of common stock and concurrent private placement of warrants to purchase shares of common
stock that closed on July 23, 2021 (the “July 2021 Offerings”), on July 22, 2021, we entered into a limited consent with
Jackson whereby, among other things, Jackson agreed that we could effect the July 2021 Offerings and use $5,000,000 of the net proceeds
thereof to pay accrued and unpaid interest on and prepay a portion of the outstanding principal balance of the 2020 Jackson Note, notwithstanding
certain provisions of the Certificate of Designation of Series G Convertible Preferred Stock (the “Series G Certificate of Designation”)
that would have required us to use all the proceeds from the July 2021 Offerings to redeem the Series G Convertible Preferred Stock.
Series
G Preferred Stock
On
May 6, 2021, we entered into an Exchange Agreement with Jackson, pursuant to which, among other things, Jackson agreed to exchange 6,172
shares of our then-outstanding Series E Preferred Stock, and 1,493 shares of our then-outstanding Series E-1 Preferred Stock for an equivalent
number of shares of our Series G Convertible Preferred Stock and Series G-1 Convertible Preferred Stock, respectively (the “Series
G Convertible Preferred Stock” and the “Series G-1 Convertible Preferred Stock,” and together, the “Series G
Preferred Stock”).
2022
Jackson Consents
On
April 18, 2022, we and Jackson entered into a limited consent and wavier (the “Headway Limited Consent”) related to the Second
Amended and Restated Note Purchase Agreement. The Headway Limited Consent permitted, among other things, the Headway Acquisition (as
defined herein) and issuance of Series H Preferred Stock (as defined herein), and additionally granted one-time waivers under the Second
Amended and Restated Note Purchase Agreement of (i) the occurrence of a breach of a financial covenant as of the first fiscal quarter
ended March 31, 2022, and (ii) the delivery of certain audited financial statements until May 2, 2022.
On
each of September 28, 2022, October 13, 2022 and October 21, 2022, we and Jackson entered into a limited consents (the “2022 Limited
Consents”) related to the Second Amended and Restated Note Purchase Agreement. The 2022 Limited Consents each extended the maturity
date of the 2020 Jackson Note to October 14, 2022, October 21, 2022 and October 28, 2022, respectively.
Omnibus
Amendment and Reaffirmation Agreement with Jackson
On
October 27, 2022, in connection with the Amended Note Purchase Agreement, we entered into an Omnibus Amendment and Reaffirmation Agreement
with Jackson, which, among other things, amended (i) the Amended and Restated Security Agreement, dated as of September 15, 2017, as
amended, and (ii) the Amended and Restated Pledge Agreement, dated as of September 15, 2017, as amended, to reflect certain of the terms
as updated and amended by the Amended Note Purchase Agreement.
Amendment
to Intercreditor Agreement with Jackson and MidCap
On
October 27, 2022, in connection with the Amended Note Purchase Agreement, the Jackson Note and Amendment No. 27, by and between us and
MidCap Funding X Trust (“MidCap”), dated as of October 27, 2022, we, Jackson and MidCap entered into the Fifth Amendment
to Intercreditor Agreement (the “Fifth Amendment”), which amended the Intercreditor Agreement, dated September 15, 2017,
by and between is, Jackson and MidCap, as amended. The Fifth Amendment, among other things, permits the increase of the credit commitments
under the Credit and Security Agreement as amended by Amendment No. 27 to $32.5 million.
Information
About Selling Stockholder Offering
The
shares of common stock being offered by the selling stockholder are the Common Shares issued pursuant to the Amended Note Purchase Agreement
and the shares of common stock issuable to the selling stockholder upon the exercise of the Warrant. For additional information regarding
the issuance of the Common Shares and the Warrant, see “—Amended Note Purchase Agreement and Warrant with Jackson”
above. We are registering the Common Shares and the Warrant Shares in order to permit the selling stockholder to offer the shares for
resale from time to time.
The
table below lists the selling stockholder and other information regarding the ownership of the shares of common stock by the selling
stockholder. The second column lists the number of shares of common stock owned by the selling stockholder, based on its ownership of
the shares of common stock as of November 23, 2022 and securities convertible or exercisable into shares of common stock within
60 days of November 23, 2022.
The
third column lists the shares of common stock being offered pursuant to this prospectus by the selling stockholder.
In
accordance with the terms of the Amended Note Purchase Agreement, this prospectus generally covers the resale of the sum of (i) the maximum
number of Common Shares and (ii) the maximum number of Warrant Shares. The table below assumes that the outstanding Warrant was exercised
in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, and subject
to adjustment as provided in the Warrant. The fourth column assumes the sale of all of the shares offered by the selling stockholder
pursuant to this prospectus.
We
believe that (1) the selling stockholder is not a broker-dealer or an affiliate of any broker-dealers, (2) the selling stockholder does
not have direct or indirect agreements or understandings with any person to distribute the common stock, and (3) the selling stockholder
has sole voting and investment power with respect to all common stock beneficially owned, except as otherwise noted below.
No
estimate can be given as to the amount or percentage of common stock that will be held by the selling stockholder after any sales made
pursuant to this prospectus because the selling stockholder is not required to sell any of the common stock being registered under this
prospectus. The following table assumes that the selling stockholder will sell all of the common stock registered pursuant to this prospectus.
Name of Selling Stockholder | |
Number of shares of common stock owned prior to offering | | |
Maximum number of shares of common stock to be sold pursuant to this Prospectus | | |
Number of shares of common stock owned after offering | | |
Percentage of common stock owned after offering | |
| | |
| | | |
| | | |
| | | |
| | |
| Jackson Investment Group, LLC (1) | |
| 173,904 | | |
| 124,332 | (2) | |
| 49,572 | | |
| 1.93 | % |
| (1) |
The
shares are directly held by Jackson Investment Group, LLC, and may be deemed to be indirectly beneficially owned by Richard L. Jackson.
The selling stockholder’s address is c/o Jackson Investment Group, LLC, 2655 Northwinds Parkway, Alpharetta, Georgia 30009. |
| (2) |
Represents
(i) 100,000 Common Shares issued pursuant to the Amended Note Purchase Agreement and (ii) 24,332 shares of common stock issuable
upon the exercise of the Warrant. |
DESCRIPTION
OF SECURITIES TO BE REGISTERED
Authorized
Capital Stock
We
have authorized 220,000,000 shares of capital stock, of which 200,000,000 are shares of common stock and 20,000,000 are shares of “blank
check” preferred stock. On November 23, 2022, there were 2,533,199 shares of common stock issued and outstanding. We currently
have 1,663,008 shares of preferred stock designated as Series A Preferred Stock, 200,000 shares of preferred stock designated as Series
B Preferred Stock, 2,000,000 shares of preferred stock designated as Series C Preferred Stock, 13,000 shares of preferred stock designated
as Series E Preferred Stock, 6,500 shares of preferred stock designated as Series E-1 Preferred Stock, 4,698 shares of preferred stock
designated as Series F Convertible Preferred Stock, 13,000 shares of preferred stock designated as Series G Preferred Convertible Stock,
6,500 shares of preferred stock designated as Series G-1 Convertible Preferred Stock, 9,000,000 shares of preferred stock designated
as Series H Convertible Preferred Stock (the “Series H Preferred Stock”), and 40,000 shares of preferred stock designated
as Series J Preferred Stock. As of September 30, 2022, there were no shares of the Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series F Convertible Preferred Stock, Series G Convertible
Preferred Stock, Series G-1 Convertible Preferred Stock and Series J Preferred Stock issued and outstanding and 9,000,000 shares of Series
H Preferred Stock issued and outstanding.
The
authorized and unissued shares of common stock and the authorized and undesignated shares of preferred stock are available for issuance
without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange on which
our securities may be listed. Unless approval of our stockholders is so required, our Board of Directors (the “Board”) does
not intend to seek stockholder approval for the issuance and sale of our common stock or preferred stock.
Common
Stock
The
following is a summary of the material terms and provisions of the shares of common stock that are being offered hereby. This summary
is subject to and qualified in its entirety by our Certificate of Incorporation, any certificates of designation for our preferred stock,
and our Amended and Restated Bylaws (the “Bylaws”), as may be amended from time to time, which are filed as exhibits to the
registration statement of which this prospectus forms a part.
Pursuant
to our Certificate of Incorporation, the members of the Board are divided into three classes, designated Class I, Class II and Non-Classified.
Class I or Class II directors shall be elected to hold office for a two-year term and until such directors’ respective successors
shall be duly elected and qualified. Each member of the board of directors who is not assigned to either Class I or Class II, including
such member’s respective successors shall be designated “Non-Classified Directors”, and shall, at each annual meeting
of stockholders, be elected to serve for a term of one year and until such director’s successor shall be duly elected and qualified.
Our
common stock is entitled to one vote for each share held on all matters submitted to a vote of the stockholders, including the election
of directors, and does not have cumulative voting rights. Accordingly, the holders of a majority of the shares of our common stock entitled
to vote in any election of directors can elect all of the directors standing for election.
Subject
to preferences that may be applicable to any then-outstanding preferred stock, the holders of common stock are entitled to receive dividends,
if any, as may be declared from time to time by our board of directors out of legally available funds. At our Board’s discretion,
we paid a quarterly cash dividend of $0.01 per share to holders of our common stock on each of February 28, 2019 and May 30, 2019. We
are limited in our ability to pay dividends by certain of our existing agreements. In particular, our debt agreements only permit us
to pay a quarterly cash dividend of one cent per share of common stock issued and outstanding, provided, that such cash dividend does
not exceed $100,000 in the aggregate per fiscal quarter. We may not pay such dividends if any events of default exist under our debt
agreements.
In
the event of our liquidation, dissolution or winding-up, holders of our common stock will be entitled to share ratably in the net assets
legally available for distribution to stockholders after the payment of all of our debts and other liabilities, subject to the satisfaction
of any liquidation preference granted to the holders of any outstanding shares of preferred stock. Holders of our common stock have no
preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to our common stock.
The rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights
of the holders of shares of any series of our preferred stock that are outstanding or that we may designate and issue in the future.
Our
common stock is listed on Nasdaq under the symbol “STAF.” The transfer agent and registrar for our common stock is Action
Stock Transfer Corporation. The transfer agent’s address is 2469 East Fort Union Blvd., Suite 214, Salt Lake City, UT 84121.
As
of December 16, 2022, we had 502 holders of record of our shares of common stock.
PLAN
OF DISTRIBUTION
The
selling stockholder, including its pledgees, donees, transferees, distributees, beneficiaries or other successors in interest may, from
time to time, offer some or all of the shares of common stock covered by this prospectus. We will not receive any of the proceeds from
the sale of the shares of common stock covered by this prospectus by the selling stockholder. However, we will receive proceeds from
the exercise of the Warrant if the Warrant is exercised for cash. We intend to use those proceeds, if any, for working capital purposes.
We will bear all fees and expenses incident to our obligation to register the shares of our common stock covered by this prospectus.
The
selling stockholder may sell all or a portion of the shares of common stock beneficially owned by it and offered hereby from time to
time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters
or broker-dealers, the selling stockholder will be responsible for underwriting discounts or commissions or agent’s commissions.
The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed
or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the
over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying
prices determined at the time of sale, or at privately negotiated prices. These sales may be effected in transactions, which may involve
crosses or block transactions.
The
selling stockholder may use any one or more of the following methods when disposing of shares:
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ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
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block
trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block
as principal to facilitate the transaction; |
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purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
|
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an
over-the-counter distribution; |
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an
exchange distribution in accordance with the rules of the applicable exchange; |
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privately
negotiated transactions; |
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short
sales effected after the effective date of the registration statement of which this prospectus is a part; |
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● |
through
the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
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● |
broker-dealers
may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share; |
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a
combination of any such methods of sale; or |
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any
other method permitted pursuant to applicable law. |
The
selling stockholder may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by
it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the shares of
common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable
provision of the Securities Act, amending the list of the selling stockholder to include the selling stockholder’s pledgee, transferee,
or other successors in interest as selling stockholder under this prospectus. The selling stockholder also may transfer the shares of
common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial
owners for purposes of this prospectus.
In
connection with the sale of shares of our common stock, the selling stockholder may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they
assume. The selling stockholder may also sell shares of our common stock short and deliver these shares to close out its short positions,
or loan or pledge the common stock to broker-dealers that in turn may sell these shares. The selling stockholder may also enter into
option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require
the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer
or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
Broker-dealers
engaged by the selling stockholder may arrange for other broker-dealers to participate in sales. If the selling stockholder effects certain
transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers
or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholder or commissions from
purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will
be in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction will
not be in excess of a customary brokerage commission in compliance with applicable FINRA rules; and in the case of a principal transaction
a markup or markdown in compliance with applicable FINRA rules.
The
aggregate proceeds to the selling stockholder from the sale of the common stock offered by it will be the purchase price of the common
stock less discounts or commissions, if any. The selling stockholder reserves the right to accept and, together with its agents from
time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not
receive any of the proceeds from this offering.
The
selling stockholder also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities
Act, provided that it meets the criteria and conforms to the requirements of that rule.
The
selling stockholder and any underwriters, broker-dealers or agents that participate in the sale of the common stock may be deemed to
be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. Any discounts, commissions, concessions or
profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. The selling stockholder
is subject to the prospectus delivery requirements of the Securities Act.
To
the extent required pursuant to Rule 424(b) under the Securities Act, the shares of our common stock to be sold, the name of the selling
stockholder, the purchase price and public offering price, the names of any agent, dealer or underwriter, and any applicable commissions
or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement that includes this prospectus.
In
order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through
registered or licensed brokers or dealers. In addition, in some states, the common stock may not be sold unless it has been registered
or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
The
selling stockholder and any other person participating in a sale of the common stock registered under this prospectus will be subject
to applicable provisions of the Exchange Act, and the rules and regulations thereunder, including, without limitation, to the extent
applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock
by the selling stockholder and any other participating person. All of the foregoing may affect the marketability of the shares of common
stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. In addition,
we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholder
for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholder may indemnify any broker-dealer
that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the
Securities Act.
LEGAL
MATTERS
The
validity of the securities offered by this prospectus will be passed upon by Haynes and Boone, LLP, New York, New York.
EXPERTS
The
financial statements as of January 1, 2022 and January 2, 2021 and for each of the two years in the period ended January 1, 2022 incorporated
by reference in this prospectus have been so incorporated in reliance on the report of BDO USA, LLP, an independent registered public
accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. The report
on the financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.
WHERE
YOU CAN FIND MORE INFORMATION
We
are subject to the informational requirements of the Exchange Act and in accordance therewith file annual, quarterly and current reports,
proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements
and other information regarding registrants that file electronically with the SEC. The address of the SEC’s website is www.sec.gov.
We
make available free of charge on or through our website at www.staffing360solutions.com, our Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act as soon as reasonably practicable after we electronically file such material with or otherwise furnish it to the SEC.
We
have filed with the SEC a registration statement under the Securities Act, relating to the offering of these securities. The registration
statement, including the attached exhibits, contains additional relevant information about us and the securities. This prospectus does
not contain all of the information set forth in the registration statement. You can obtain a copy of the registration statement for free
at www.sec.gov. The registration statement and the documents referred to below under “Incorporation of Certain Information By Reference”
are also available on our website, www.staffing360solutions.com.
We
have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of
this prospectus.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” the information we have filed with it, which means that we can disclose important
information to you by referring you to those documents. The information we incorporate by reference is an important part of this prospectus,
and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference
the documents listed below and any future documents (excluding information furnished pursuant to Items 2.02 and 7.01 of Form 8-K) we
file with the SEC pursuant to Sections l3(a), l3(c), 14 or l5(d) of the Exchange Act subsequent to the date of this prospectus and prior
to the termination of the offering:
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Our
Annual Report on Form 10-K for the year ended January 1, 2022, filed with the SEC on June 24, 2022; |
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Our
Quarterly Report on Form 10-Q for the quarter ended April 2, 2022, filed with the SEC on July 14, 2022; |
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Our
Quarterly Report on Form 10-Q for the quarter ended October 1, 2022, filed with the SEC on November 21, 2022; |
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Our
Definitive Proxy Statement on Schedule 14A, filed with the SEC on December 1, 2022;
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The
description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on September 28, 2015, as
amended and supplemented by the description of our common stock contained in Exhibit 4.7 to our Annual Report on Form 10-K for the
year ended January 1, 2022, filed with the SEC on June 24, 2022, including any amendment or reports filed for the purpose of updating
such description; and |
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Our
Current Reports on Form 8-K, filed with the SEC on January 28, 2022, March 1, 2022, April 14, 2022, April 20, 2022, April 22, 2022,
May 4, 2022, May 19, 2022 (as amended by Form 8-K/A filed on May 20, 2022), May 24, 2022, May 26, 2022, June 23, 2022, July 7, 2022,
July 19, 2022, August 31, 2022, September 30, 2022, October 18, 2022, October 25, 2022, November 2, 2022 and November 8, 2022. |
All
filings filed by us pursuant to the Exchange Act after the date of the initial filing of this registration statement and prior to the
effectiveness of such registration statement (excluding information furnished pursuant to Items 2.02 and 7.01 of Form 8-K) shall also
be deemed to be incorporated by reference into the prospectus.
You
should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide
you with different information. Any statement contained in a document incorporated by reference into this prospectus will be deemed to
be modified or superseded for the purposes of this prospectus to the extent that a later statement contained in this prospectus or in
any other document incorporated by reference into this prospectus modifies or supersedes the earlier statement. Any statement so modified
or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You should not assume
that the information in this prospectus is accurate as of any date other than the date of this prospectus or the date of the documents
incorporated by reference in this prospectus.
We
will provide without charge to each person to whom a copy of this prospectus is delivered, upon written or oral request, a copy of any
or all of the reports or documents that have been incorporated by reference in this prospectus but not delivered with this prospectus
(other than an exhibit to these filings, unless we have specifically incorporated that exhibit by reference in this prospectus). Any
such request should be addressed to us at:
Staffing
360 Solutions, Inc.
Attn:
Corporate Secretary
757
Third Avenue, 27th Floor
New
York, New York 10017
(646)
507-5710
You
may also access the documents incorporated by reference in this prospectus through our website at www.staffing360solutions.com. Except
for the specific incorporated documents listed above, no information available on or through our website shall be deemed to be incorporated
in this prospectus or the registration statement of which it forms a part.
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December 23, 2022
Staffing 360 Solutions (NASDAQ:STAF)
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