STAF Staffing 360 Solutions Inc

Item 1.01 Entry into a Material Definitive Agreement.

Staffing 360 Solutions, Inc. (the “Company”) announced today that it had entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with an institutional purchaser (the “Purchaser”) pursuant to which the Company issued and sold to the Purchaser 387,500 shares of the Company’s Common Stock at a purchase price of $2.00 per share (the “Securities”), for aggregate gross proceeds of approximately $775,000, before placement fees and estimated offering expenses. The offering of the Securities was made under the Company’s shelf registration statement on Form S-3 (Registration No. 333-208910) (the “Registration Statement”), including a base prospectus, previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”) on March 22, 2016. The offering of the Securities will be made only by means of a prospectus supplement that forms a part of the registration statement. A final prospectus supplement and an accompanying base prospectus relating to the offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the prospectus supplement and accompanying base prospectus may also be obtained from ThinkEquity, 17 State Street, 22nd Floor, New York, NY 10004, telephone (646) 968-9355, email: prospectus@think-equity.com.

In connection with the offer and sale of the Securities, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”), dated January 22, 2019, with ThinkEquity, a division of Fordham Financial Management, Inc. (“ThinkEquity”) pursuant to which the Company engaged ThinkEquity to act as placement agent for this transaction. ThinkEquity has no commitment to purchase any of the Company’s Common Stock and is acting only as an agent in obtaining indications of interest for the Common Stock. Pursuant to the Placement Agency Agreement, the Company agreed to pay ThinkEquity a placement agent fee of $62,000 in connection with the sale of the Securities. In the Placement Agency Agreement, the Company agreed to indemnify ThinkEquity and each of its partners, directors, officers, associates, affiliates, subsidiaries, employees, consultants, attorneys and agents, and each person, if any, controlling ThinkEquity and any of its affiliates, against liabilities resulting from this offering and to contribute to payments ThinkEquity may be required to make for these liabilities.

The form of Securities Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. A copy of the Placement Agency Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.