Staffing 360 Solutions (STAF) 10-Q 17 Aug 21 2022 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jul. 03, 2021	Aug. 17, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jul. 3, 2021
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--01-02
Entity File Number	001-37575
Entity Registrant Name	STAFFING 360 SOLUTIONS, INC.
Entity Central Index Key	0001499717
Entity Tax Identification Number	68-0680859
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	641 Lexington Avenue
Entity Address, Address Line Two	Suite 2701
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	(646)
Local Phone Number	507-5710
Title of 12(b) Security	Common stock
Trading Symbol	STAF
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		11,415,233

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jul. 03, 2021	Jan. 02, 2021
Current Assets:
Cash	$ 848,000	$ 8,256,000
Cash in escrow	2,080,000	2,080,000
Accounts receivable, net	23,996,000	24,568,000
Prepaid expenses and other current assets	1,299,000	1,251,000
Total Current Assets	28,223,000	36,155,000
Property and equipment, net	845,000	1,066,000
Goodwill	27,164,000	27,045,000
Intangible assets, net	14,905,000	16,017,000
Other assets	3,263,000	3,168,000
Right of use asset	3,250,000	3,433,000
Total Assets	77,650,000	86,884,000
Current Liabilities:
Accounts payable and accrued expenses	17,096,000	15,030,000
Accrued expenses - related party	2,464,000	2,306,000
Current debt, related party		1,139,000
Current portion of debt	909,000	1,260,000
PPP Loans	9,395,000	12,468,000
Accounts receivable financing	11,123,000	16,986,000
Leases - current liabilities	1,219,000	1,211,000
Other current liabilities	6,526,000	6,548,000
Total Current Liabilities	48,732,000	56,948,000
Long-term debt, related party	15,665,000	32,182,000
Long-term debt	577,000	834,000
PPP Loans, non-current		6,927,000
Leases – non-current	2,000,000	2,226,000
Other long-term liabilities	3,784,000	3,787,000
Total Liabilities	70,758,000	102,904,000
Commitments and contingencies
Contingently redeemable Preferred Stock	6,172,000	2,080,000
Staffing 360 Solutions, Inc. Equity:
Common stock, $0.00001 par value, 40,000,000 shares authorized; 6,528,038 and 2,803,104 shares issued and outstanding, as of July 3, 2021 and January 2, 2021, respectively	1,000	1,000
Additional paid in capital	86,465,000	73,855,000
Accumulated other comprehensive income	273,000	223,000
Accumulated deficit	(86,019,000)	(92,179,000)
Total Stockholders’ Equity (Deficit)	720,000	(18,100,000)
Total Liabilities and Stockholders’ Equity (Deficit)	77,650,000	86,884,000
Series E Preferred Stock [Member]
Current Liabilities:
Temporary equity		2,080,000
Series E-1 Preferred Stock [Member]
Current Liabilities:
Temporary equity
Staffing 360 Solutions, Inc. Equity:
Additional paid in capital	0
Total Stockholders’ Equity (Deficit)
Series G Preferred Stock [Member]
Current Liabilities:
Temporary equity	6,172,000
Series G-1 Preferred Stock [Member]
Current Liabilities:
Temporary equity
Staffing 360 Solutions, Inc. Equity:
Total Stockholders’ Equity (Deficit)
Series A Preferred Stock [Member]
Staffing 360 Solutions, Inc. Equity:
Preferred stock value
Series F Preferred Stock [Member]
Staffing 360 Solutions, Inc. Equity:
Preferred stock value

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jul. 03, 2021	Jan. 02, 2021
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	20,000,000	20,000,000
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares, issued	6,528,038	2,803,104
Common stock, shares, outstanding	6,528,038	2,803,104
Series E Preferred Stock [Member]
Series preferred stock, shares designated	13,000	13,000
Series preferred stock, par value	$ 0.00001	$ 0.00001
Series preferred stock, shares outstanding	0	11,080
Series preferred stock, shares issued	0	11,080
Series E-1 Preferred Stock [Member]
Series preferred stock, shares designated	6,500	6,500
Series preferred stock, par value	$ 0.00001	$ 0.00001
Series preferred stock, shares outstanding	0	1,363
Series preferred stock, shares issued	0	1,363
Series G Preferred Stock [Member]
Series preferred stock, shares designated	13,000	13,000
Series preferred stock, par value	$ 0.00001	$ 0.00001
Series preferred stock, shares outstanding	6,172	0
Series preferred stock, shares issued	6,172	0
Series G-1 Preferred Stock [Member]
Series preferred stock, shares designated	6,500	6,500
Series preferred stock, par value	$ 0.00001	$ 0.00001
Series preferred stock, shares outstanding	1,543	0
Series preferred stock, shares issued	1,543	0
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares issued	0	1,039,380
Preferred stock, shares outstanding	0	1,039,380
Series F Preferred Stock [Member]
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	4,698	4,698
Preferred stock, shares issued	4,698	0
Preferred stock, shares outstanding	4,698	0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 03, 2021	Jun. 27, 2020	Jul. 03, 2021	Jun. 27, 2020
Affiliate, Collateralized Security [Line Items]
Revenue	$ 50,530	$ 43,361	$ 99,481	$ 102,053
Cost of Revenue, excluding depreciation and amortization stated below	41,511	35,807	82,447	83,851
Gross Profit	9,019	7,554	17,034	18,202
Operating Expenses:
Selling, general and administrative expenses	9,419	8,257	17,348	19,218
Impairment of goodwill				2,969
Depreciation and amortization	703	759	1,434	1,544
Total Operating Expenses	10,122	9,016	18,782	23,731
Loss From Operations	(1,103)	(1,462)	(1,748)	(5,529)
Other Income (Expenses):
Interest expense and amortization of debt discount and deferred financing costs	(1,185)	(2,114)	(2,426)	(4,531)
Re-measurement (loss) gain on intercompany note	(32)	(115)	96	(790)
PPP forgiveness gain	10,105		10,105
Other (loss) income, net	(4)	(25)	103	(39)
Total Other Income (Expenses), net	8,884	(2,254)	7,878	(5,360)
Income (Loss) Before Benefit from (Provision for) Income Tax	7,781	(3,716)	6,130	(10,889)
Benefit from (Provision for) income taxes	67	(47)	30	129
Net Income (Loss)	7,848	(3,763)	6,160	(10,760)
Deemed Dividend	1,409		1,798
Earnings allocated to participating securities	1,261		236
Net Income (Loss) Attributable to Common Stock Holders	$ 4,855	$ (5,147)	$ 3,414	$ (12,747)
Net Income (Loss) Attributable to Common Stock Holders - Basic	$ 0.75	$ (3.55)	$ 0.60	$ (8.83)
Weighted Average Shares Outstanding – Basic	6,440,917	1,448,211	5,644,044	1,443,702
Earnings allocated to participating securities– Diluted (Footnote 3)	5,178,000	(5,147,000)	4,126,000	(12,747,000)
Net Income (Loss) Attributable to Common Stock Holders - Diluted	$ 0.67	$ (3.55)	$ 0.58	$ (8.83)
Weighted Average Shares Outstanding – Diluted	7,774,493	1,448,211	7,108,765	1,443,702
Series A Preferred Stock [Member]
Other Income (Expenses):
Dividends - Preferred Stock - related party		$ 31		$ 62
Series E Preferred Stock [Member]
Other Income (Expenses):
Dividends - Preferred Stock - related party	74	1,168	319	1,558
Series E-1 Preferred Stock [Member]
Other Income (Expenses):
Net Income (Loss)
Dividends - Preferred Stock - related party	48	185	192	367
Deemed Dividend
Series G Preferred Stock [Member]
Other Income (Expenses):
Dividends - Preferred Stock - related party	123		123
Series G-1 Preferred Stock [Member]
Other Income (Expenses):
Net Income (Loss)
Dividends - Preferred Stock - related party	78		78
Deemed Dividend

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 03, 2021	Jun. 27, 2020	Jul. 03, 2021	Jun. 27, 2020
Income Statement [Abstract]
Net Income (Loss)	$ 7,848	$ (3,763)	$ 6,160	$ (10,760)
Other Comprehensive Income
Foreign exchange translation adjustment	58	55	50	513
Comprehensive Income (Loss) Attributable to the Company	$ 7,906	$ (3,708)	$ 6,210	$ (10,247)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Changes in Stockholders' (Deficit) Equity (Unaudited) - USD ($) $ in Thousands	Series E-1 Preferred Stock [Member]	Series G-1 Preferred Stock [Member]	Series A Preferred Stock [Member]	Series E Preferred Stock [Member]	Series F Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 28, 2019				$ 13		$ 1	$ 76,214	$ (58)	$ (76,537)	$ (367)
Beginning balance, shares at Dec. 28, 2019	729		1,663,008	13,000		1,464,291
Employees, directors and consultants							339			339
Employees, directors and consultants, shares						3,434
Sale of common stock, net							324			$ 324
Sale of common stock, net, shares						83,334				89,473
Dividends - Series A Preferred Stock - Related Party
Dividends - Series A Preferred Stock - Related Party, shares			(623,628)			2,703
Dividends - Series E Preferred Stock - Related Party							(62)			(62)
Dividends - Series E-1 Preferred Stock - Related Party							(1,558)			(1,558)
Dividends - Common Stockholders							(367)			(367)
Dividends - Common Stockholders, Shares	324
Deemed Dividend
Foreign currency translation gain								513		513
Net income (loss)									(10,760)	(10,760)
Ending balance, value at Jun. 27, 2020				$ 13		$ 1	74,890	455	(87,297)	(11,938)
Ending balance, shares at Jun. 27, 2020	1,053		1,039,380	13,000		1,553,762
Beginning balance, value at Mar. 28, 2020				$ 13		$ 1	76,028	400	(83,534)	(7,092)
Beginning balance, shares at Mar. 28, 2020	891		1,039,380	13,000		1,517,928
Employees, directors and consultants							166			166
Employees, directors and consultants, shares						2,500
Share issuance to Jackson							80			80
Share issuance to Jackson, shares						33,334
Dividends - Series A Preferred Stock - Related Party							(31)			(31)
Dividends - Series E Preferred Stock - Related Party							(1,168)			(1,168)
Dividends - Series E-1 Preferred Stock - Related Party							(185)			(185)
Dividends - Series E-1 Preferred Stock - Related Party, shares	162
Deemed Dividend
Foreign currency translation gain								55		55
Net income (loss)									(3,763)	(3,763)
Ending balance, value at Jun. 27, 2020				$ 13		$ 1	74,890	455	(87,297)	(11,938)
Ending balance, shares at Jun. 27, 2020	1,053		1,039,380	13,000		1,553,762
Beginning balance, value at Jan. 02, 2021				$ 11		$ 1	73,844	223	(92,179)	(18,100)
Beginning balance, shares at Jan. 02, 2021	1,363		1,039,380	11,080		2,803,381
Employees, directors and consultants							335			335
Employees, directors and consultants, shares						77,606
Series A Preferred Conversion
Series A Preferred Conversion, shares			(1,039,380)			4,504
Sale of common stock, net							17,847			$ 17,847
Sale of common stock, net, shares						3,642,547				3,724,655
Sales of Series F Preferred Stock, net							4,140			$ 4,140
Sales of Series F Preferred Stock, net, shares					4,698
Share issuance to Jackson, shares
Redemption of Series E Preferred Stock - Related Party				$ (5)			(4,903)			(4,908)
Redemption of Series E Preferred Stock - Related Party, shares				(4,908)
Dividends - Series E Preferred Stock - Related Party							(319)			(319)
Dividends - Series E-1 Preferred Stock - Related Party							(192)			(192)
Dividends - Series E-1 Preferred Stock - Related Party, shares	130
Dividends - Series G Preferred Stock - Related Party							(123)			(1,237)
Dividends - Series G-1 Preferred Stock - Related Party							(78)			(78)
Conversion of Series E Preferred Stock - Related Party to Series G preferred Stock - Related Party
Conversion of Series E Preferred Stock - Related Party to Series G preferred Stock - Related Party, shares	(1,493)	1,493
Redeemable portion of Series E Preferred Stock - Related Party				$ (6)			(4,086)			(4,092)
Redeemable portion of Series E Preferred Stock - Related Party, shares				(6,172)
Fair Value Modification - Series E Preferred Stock - Related Party							389			389
Series F Preferred Stock – Beneficial Conversion Feature							1,409			1,409
Deemed Dividend							(1,798)			(1,798)
Foreign currency translation gain								50		50
Net income (loss)									6,160	6,160
Ending balance, value at Jul. 03, 2021						$ 1	86,465	273	(86,019)	720
Ending balance, shares at Jul. 03, 2021		1,543			4,698	6,528,038
Beginning balance, value at Apr. 03, 2021						$ 1	82,532	215	(93,867)	(11,119)
Beginning balance, shares at Apr. 03, 2021	1,466					6,528,038
Employees, directors and consultants							116			116
Sales of Series F Preferred Stock, net							4,140			4,140
Sales of Series F Preferred Stock, net, shares					4,698
Dividends - Series E Preferred Stock - Related Party							(74)			(74)
Dividends - Series E-1 Preferred Stock - Related Party							(48)			(48)
Dividends - Series E-1 Preferred Stock - Related Party, shares	27
Dividends - Series G Preferred Stock - Related Party							(123)			(123)
Dividends - Series G-1 Preferred Stock - Related Party							(78)			(78)
Conversion of Series E Preferred Stock - Related Party to Series G preferred Stock - Related Party
Conversion of Series E Preferred Stock - Related Party to Series G preferred Stock - Related Party, shares	(1,493)	1,493
Series F Preferred Stock – Beneficial Conversion Feature							1,409			1,409
Deemed Dividend							(1,409)			(1,409)
Foreign currency translation gain								58		58
Net income (loss)									7,848	7,848
Ending balance, value at Jul. 03, 2021						$ 1	$ 86,465	$ 273	$ (86,019)	$ 720
Ending balance, shares at Jul. 03, 2021		1,543			4,698	6,528,038

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jul. 03, 2021	Jun. 27, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$ 6,160	$ (10,760)
Adjustments to reconcile net income (loss) income to net cash used in operating activities:
Depreciation and amortization	1,434	1,544
Amortization of debt discount and deferred financing costs	173	357
Bad debt expense	239
Goodwill impairment		2,969
Right of use assets amortization	591	733
Stock based compensation	335	339
Forgiveness of PPP loan and related accrued interest	(10,105)
Re-measurement (gain) loss on intercompany note	(96)	790
Changes in operating assets and liabilities:
Accounts receivable	(2,970)	(1,516)
Prepaid expenses and other current assets	(42)	(672)
Other assets	(610)	544
Accounts payable and accrued expenses	1,270	812
Interest payable - related party	536	(1,129)
Other current liabilities	(15)	151
Other long-term liabilities and other	(133)	497
NET CASH USED IN OPERATING ACTIVITIES	(3,233)	(5,341)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(10)	(178)
Collection of UK factoring facility deferred purchase price	3,382	5,098
NET CASH PROVIDED BY INVESTING ACTIVITIES	3,372	4,920
CASH FLOWS FROM FINANCING ACTIVITIES:
Third party financing costs	(2,136)
Repayment of term loan – related party	(17,935)	(164)
Proceeds from term loan		1,234
Proceeds from term loan – Related Party	130
Repayment of term loan	(634)	(2,538)
Proceeds from PPP loans		19,395
Repayments on accounts receivable financing, net	(5,860)	(4,322)
Dividends paid to related parties	(591)	(552)
Redemption of Series E preferred stock, related party	(4,908)
Proceeds from sale of common stock	19,670
Proceeds from sale of Series F preferred stock	4,698
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES	(7,566)	13,053
NET (DECREASE) INCREASE IN CASH AND RESTRICTED CASH	(7,427)	12,632
Effect of exchange rates on cash	19	3
CASH AND RESTRICTED CASH - Beginning of period	10,336	1,196
CASH AND RESTRICTED CASH - End of period	$ 2,928	$ 13,831

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	6 Months Ended
	Jul. 03, 2021
Accounting Policies [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Staffing 360 Solutions, Inc. (“we,” “us,” “our,” “Staffing 360,” or the “Company”) was incorporated in the State of Nevada on December 22, 2009, as Golden Fork Corporation, which changed its name to Staffing 360 Solutions, Inc., ticker symbol “STAF,” on March 16, 2012. On June 15, 2017, the Company reincorporated in the State of Delaware. As a rapidly growing public company in the international staffing sector, our high-growth business model is based on finding and acquiring, suitable, mature, profitable, operating, domestic and international staffing companies. Our targeted consolidation model is focused specifically on the accounting and finance, information technology (“IT”), engineering, administration (“Professional”) and light industrial (“Commercial”) disciplines. The Company effected a one-for-six reverse stock split

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jul. 03, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation These condensed consolidated financial statements and related notes are presented in accordance with generally accepted accounting principles in the United States (“GAAP”), expressed in U.S. dollars. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the fiscal year ended January 2, 2021 which are included in the Company’s January 2, 2021 Form 10-K (“Fiscal 2020”), filed with the United States Securities and Exchange Commission on April 16, 2021. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the period ended July 3, 2021 are not necessarily indicative of results for the entire year end. This report is for the period January 3, 2021 to July 3, 2021 (“Q2 2021 YTD”) and December 29, 2019 to June 27, 2020 (“Q2 2020 YTD”). The Company uses a 4-4-5 calendar month which only has 364 days and as such an extra week would need to be added every few years. In October of 2020, the Company’s board of directors (the “Board”) approved the addition of such an extra week to last year’s fiscal year end resulting in the last year ended on January 2, 2021. Liquidity The accompanying financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern. As shown in the accompanying financial statements as of the quarter ended July 3, 2021, the Company has an accumulated deficit of $ 86,019 and a working capital deficit of $ 20,509 . At July 3, 2021, we had total gross debt of $ 26,958 and total cash of $ 2,928 2,080 848 was unrestricted . We have historically met our cash needs through a combination of cash flows from operating activities, term loans, promissory notes, convertible notes, private placement offerings and sales of equity. Our cash requirements are generally for operating activities and debt repayments. The financial statements included in this quarterly report have been prepared assuming that we will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. Significant assumptions underlie this belief, including, among other things, that there will be no material adverse developments in our business, liquidity, capital requirements and that our credit facilities with our lenders will remain available to us. Further, the Second Amended and Restated 12 % Senior Secured Note, due September 30, 2022 (the “Jackson Note”) that the Company issued on October 26, 2020 to Jackson Investment Group LLC (“Jackson”) pursuant to that certain Second Amended and Restated Note Purchase Agreement, dated October 26, 2020, among the Company, certain of its subsidiaries and Jackson (the “Amended Note Purchase Agreement”), and the Company’s accounts receivable financing facility with MidCap Funding X Trust (“MidCap”) include certain customary financial covenants and the Company has had instances of non-compliance, including the current quarter ended July 3, 2021. Management has historically been able to obtain from Jackson and MidCap waivers of any non-compliance, including the current quarter ended July 3, 2021 and management expects to continue to be able to obtain necessary waivers in the event of future non-compliance; however, there can be no assurance that the Company will be able to obtain such waivers, and should Jackson and MidCap refuse to provide a waiver in the future, the outstanding debt under the Amended Note Purchase Agreement, the Jackson Note and the MidCap accounts receivable financing facility could become due immediately, which exceeds our current cash balance. STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) On February 12, 2021, the Company closed an offering (the “February 2021 Offering”) of 3,475,200 shares of common stock and pre-funded warrants to purchase up to 167,347 shares of common stock (the “Pre-funded Warrants”). The Pre-funded Warrants were sold at $ 5.40 per Pre-funded Warrant. The Pre-funded Warrants were exercised immediately upon issuance, whereupon 167,347 shares of common stock were issued on February 12, 2021. The net proceeds to the Company from the February 2021 Offering were approximately $ 18,100 , after deducting placement agent fees and estimated offering expenses totaling $ 1,596 payable by the Company. The Company also incurred professional fees related to the February 2021 Offering totaling $ 227 . Prior to the exchange of the Company’s Series E Preferred Stock (as defined herein) for newly issued Series G Preferred Stock (as defined herein), consummated on May 6, 2021, the Company was required to use the proceeds of any sales of equity securities, including the securities offered in the February 2021 Offering, exclusively to redeem any outstanding shares of the Company’s Series E Preferred Stock, subject to certain limitations. On February 5, 2021, the Company received a Limited Consent and Waiver from Jackson (the “Limited Consent”), the sole holder of the Company’s outstanding shares of Series E Convertible Preferred Stock, to use approximately (i) 75% of the net proceeds from the February 2021 Offering to redeem a portion of the Jackson Note, which had an outstanding principal amount of $ 32,710 as of February 9, 2021, and (ii) 25% of the net proceeds from the February 2021 Offering to redeem a portion of the Company’s Series E Preferred Stock. Pursuant to the Limited Consent, upon closing of the February 2021 Offering, the Company redeemed a portion of the Jackson Note with an outstanding principal amount of $ 13,556 and redeemed 4,518 shares of the Series E Convertible Preferred Stock (the “Series E Convertible Preferred Stock”). Following the redemption of the portion of the Jackson Note and the Series E Convertible Preferred Stock, the Jackson Note balance was $ 19,154 and the Company had 6,172 shares of Series E Convertible Preferred Stock outstanding with an aggregate stated value of $ 6,172 . On April 21, 2021, the Company entered into a securities purchase agreement (the “April 2021 Purchase Agreement”) with certain institutional and accredited investors for the issuance and sale of an aggregate of 4,698 shares of Series F Convertible Preferred Stock at a price of $ 1,000 per share (the “Series F Preferred Stock”) and warrants (the “April 2021 Warrants”) to purchase up to an aggregate of 1,304,901 shares of common stock, at an exercise price of $ 3.60 per share (the “April 2021 Private Placement”). The April 2021 Warrants are exercisable six months following the closing of the April 2021 Private Placement and will expire five years following the date that the April 2021 Warrants first become exercisable. The Series F Preferred Stock is convertible into an aggregate of approximately 1,304,901 shares of common stock at a conversion price of $ 3.60 per share, subject to certain ownership limitations, upon the Company amending its certificate of incorporation to effect a reverse split within a range of 2-into-1 to up to 20-into-1 to be determined by the Board. On June 30, 2021, the Company effectuated the Reverse Stock Split. The net proceeds to the Company from the April 2021 Private Placement were approximately $ 4,200 , after deducting placement agent fees and estimate offering expenses payable by the Company. The Company used approximately $ 3,200 of the net proceeds to redeem a portion of the Jackson Note, which had an outstanding principal amount of $ 19,154 immediately prior to such redemption. In addition, the Company used $ 1,000 of the net proceeds for working capital purposes. On July 20, 2021, the Company entered into a securities purchase agreement (the “July 2021 Purchase Agreement”) with certain institutional investors. Pursuant to the July 2021 Purchase Agreement, the Company agreed to sell in a registered direct offering, 2,199,132 shares of the Company’s common stock, $ 0.00001 par value per share, to the purchasers at an offering price of $ 3.45 per share and associated warrant (the “July 2021 Registered Direct Offering”). Pursuant to the July 2021 Purchase Agreement, in a concurrent private placement (the “July 2021 Private Placement” and, together with the July 2021 Registered Direct Offering, the “July 2021 Offerings”), the Company also sold to the purchasers unregistered warrants to purchase up to an aggregate of 1,099,566 shares of common stock, representing 50% of the shares of common stock that were issued and sold in the July 2021 Registered Direct Offering (the “July 2021 Warrants”). The July 2021 Warrants are exercisable at an exercise price of $ 3.80 per share, were exercisable immediately upon issuance and have a term of exercise equal to five years from the date of issuance. The net proceeds to the Company from the July 2021 Offerings were approximately $ 6,760 , after deducting placement agent fees and estimate offering expenses payable by the Company. The Company used $ 5,000 of the net proceeds to redeem a portion of the Jackson Note, which had an outstanding principal amount of approximately $ 21,700 immediately prior to such redemption. In addition, the Company used approximately $ 1,700 of the net proceeds for working capital purposes. On August 9, 2021, the Company entered into a securities purchase agreement (the “August 2021 Purchase Agreement”) with certain institutional investors. Pursuant to the August 2021 Purchase Agreement, the Company agreed to sell in a registered direct offering, 1,383,162 shares of the Company’s common stock, $ 0.00001 par value per share, to the purchasers at an offering price of $ 2.64 per share and associated warrant (the “August 2021 Registered Direct Offering”). Pursuant to the August 2021 Purchase Agreement, in a concurrent private placement (the “August 2021 Private Placement” and, together with the August 2021 Registered Direct Offering, the “August 2021 Offerings”), the Company also sold to the purchasers unregistered warrants to purchase up to an aggregate of 691,581 shares of common stock, representing 50% of the shares of common stock that were issued and sold in the August 2021 Registered Direct Offering (the “August 2021 Warrants”). The August 2021 Warrants are exercisable at an exercise price of $ 2.58 per share, were exercisable immediately upon issuance and have a term of exercise equal to five years from the date of issuance. The net proceeds to the Company from the August 2021 Offerings were approximately $ 3,281 3,281 16,731 Going concern The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. The Company’s debt obligations and certain unsecured payments associated with historical acquisitions are due in the next 12 months, and the Company’s debt obligations with Jackson and MidCap may become due on demand due to certain covenant violations discussed above, which are in excess of cash on hand. Lastly, as of July 3, 2021, the Company had short term debt obligations amounting to $ 9,395 The Novel Coronavirus Disease 2019 (“COVID-19”), is impacting worldwide economic activity, and activity in the United States and the United Kingdom where our operations are based. The nature of work of the contractors we support mostly are on the site of our clients. As a result, we are subject to the plans and approaches of our clients to work during this period. This includes whether they support remote working when they have decided to close their facilities. To the extent that our clients have decided to or are required to close their facilities or not permit remote work when they decide to close facilities, we would no longer generate revenue and profit from that client. Developments such as social distancing and shelter-in-place directives have impacted the Company’s ability to deploy its staffing workforce effectively thereby impacting contracts with customers in the Company’s Commercial Staffing and Professional Staffing business streams where we had declines in revenues during Fiscal 2020. While expected to be temporary, prolonged workforce disruptions can negatively impact sales in fiscal year 2021 and the Company’s overall liquidity. STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) The Company’s negative working capital and liquidity position combined with the uncertainty generated by the economic reaction to the COVID-19 pandemic raise substantial doubt about the Company’s ability to continue as a going concern. Divesture of Business On September 24, 2020, the Company and Staffing 360 Georgia, LLC d/b/a first first first first In addition, the Buyer agreed to assume certain liabilities related to the Assets. The purchase price in connection with the first 3,300 , of which (a) $ 1,220 was paid at closing (the “Initial Payment”) and (b) $ 2,080 was held in a separate escrow account (the “Escrow Funds”), which will be released upon receipt of the forgiveness of the Company’s Paycheck Protection Program loans (the “PPP Loans”) by the U.S. Small Business Administration (the “SBA”). In the event that all or any portion of the PPP Loans is not forgiven by the SBA, all or portion of the Escrow Funds will be used to repay any unforgiven portion of the PPP Loans in full. The first 2,080 is presented as cash in escrow in the Company’s consolidated balance sheet as of July 3, 2021 and January 2, 2021 due to the escrow arrangement and restrictions set forth by Jackson. In September 2020, the Company submitted the PPP Loan forgiveness applications to the SBA. All of the PPP Loans have been approved for forgiveness and on July 22, 2021 the Escrow Funds were used to redeem a portion of the Jackson Note. The Asset Purchase Agreement contains non-competition and non-solicitation provisions customary for agreements of this type. In addition, under the terms of the Asset Purchase Agreement, the Company has agreed to indemnify the Buyer against certain liabilities, subject to certain conditions and limitations as set forth in the Asset Purchase Agreement. In connection with execution of the Asset Purchase Agreement, the Company and certain of its subsidiaries entered into a Consent Agreement (the “Consent”) with Jackson, a noteholder under our Amended and Restated Note Purchase Agreement, dated September 15, 2017. Under the terms of the Consent and the Certificate of Designation of the Company’s Series E Convertible Preferred Stock (the “Series E Preferred Stock”), in consideration for Jackson’s consent to the first 1,300 shares of Series E Convertible Preferred Stock for $ 1,300 and on July 22, 2021, after conversion of the Series G Preferred Stock to a new 12% Senior Secured Note, the Company redeemed $ 2,080 of the outstanding note with the Escrow Funds. To induce the Buyer to enter into the Asset Purchase Agreement, the Company also entered into a Transition Services Agreement with the Buyer, pursuant to which each party agreed to provide certain transition services such as payrolling through to year end 2020 to minimize any disruption to the businesses of the Seller and the Buyer arising from the first COVID-19 The full impact of the COVID-19 pandemic continues to evolve as of the date of this quarterly report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, industry, and workforce. Developments such as social distancing and shelter-in-place directives have impacted the Company’s ability to generate revenues. Given the daily evolution of the COVID-19 pandemic, including new information which may emerge concerning the severity of COVID-19 and the global responses to curb its spread and to treat its impact, the Company is not able to estimate the duration of the effects of the COVID-19 pandemic on its results of operations, financial condition, or liquidity beyond fiscal year 2021, however the Company continues to take action to reduce the negative effects of the COVID-19 pandemic on its operations through various cost cutting initiatives including reductions to support personnel, temporary salary reductions, and elimination of other non-essential spend. Should the impact from the pandemic go on for an extended period of time, management has developed further plans to partially mitigate the impact of the pandemic. On March 27, 2020, the U.S. President signed into law the “Coronavirus Aid, Relief, and Economic Security (CARES) Act.” The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. It also appropriated funds for the SBA Paycheck Protection Program (“PPP”) loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. On May 12, 2020, Monroe Staffing Services, LLC (“Monroe”), an indirect subsidiary of the Company, entered into a note (the “May 12 Note”) with Newton Federal Bank (the “Bank”), pursuant to the PPP of the CARES Act administered by the SBA. The principal amount of the May 12 Note is $ 10,000 In accordance with the requirements of the CARES Act, the Company and Monroe (collectively, the “May 12 Note Borrowers”) used the proceeds from the May 12 Note in accordance with the requirements of the PPP to cover certain qualified expenses, including payroll costs, rent and utility costs. Interest accrues on the May 12 Note at the rate of 1.00 STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) Subject to any forgiveness under the PPP, the May 12 Note matures two years following the date of issuance of the May 12 Note and included a period for the first ten months during which time required payments of interest and principal are deferred. Beginning on the eleventh month following the date of the May 12 Note, the May 12 Note Borrowers are required to make 14 monthly payments of principal and interest. The May 12 Note may be prepaid at any time prior to maturity. The May 12 Note provides for customary events of default, including, among others, those relating to breaches of obligations under the May 12 Note, including a failure to make payments, any bankruptcy or similar proceedings involving the May 12 Note Borrowers, and certain material effects on the May 12 Note Borrowers’ ability to repay the May 12 Note. The May 12 Note Borrowers did not provide any collateral or guarantees for the May 12 Note. On May 25, 2021, the Company was notified by its lender, Affinity Bank, that the May 12 Note, in the amount of $ 10,000 105 On May 20, 2020, Key Resources Inc. (“KRI”), Lighthouse Placement Services, LLC (“LH”) and Staffing 360 Georgia, LLC (“SG”), each a wholly owned direct or indirect subsidiary of the Company, entered into the following notes, each dated May 20, 2020, with the Bank, pursuant to the PPP of the CARES Act administered by the SBA. KRI entered into a note (the “KRI Note”) for the principal amount of approximately $ 5,443 1,890 2,063 9,395 In accordance with the requirements of the CARES Act, the Company, KRI, LH and SG (collectively, the “May 20 Note Borrowers”) used the proceeds from the May 20 Notes in accordance with the requirements of the PPP to cover certain qualified expenses, including payroll costs, rent and utility costs. Interest accrues on each of the May 20 Notes at the rate of 1.00 Subject to any forgiveness under the PPP, each of the May 20 Notes mature two years following the date of issuance of the May 20 Notes and included a period for the first ten months during which time required payments of interest and principal are deferred. Beginning on the eleventh month following the date of each of the May 20 Notes, the May 20 Note Borrowers are required to make 14 monthly payments of principal and interest. Based upon these payment terms, as of July 3, 2021, the Company recognized $ 9,395 of the PPP Loans as a short-term obligation and $ 0 as non-current. The May 20 Notes may be prepaid at any time prior to maturity. The May 20 Notes provide for customary events of default, including, among others, those relating to breaches of obligations under the May 20 Notes, including a failure to make payments, any bankruptcy or similar proceedings involving the Borrowers, and certain material effects on the Borrowers’ ability to repay the May 20 Notes. The May 20 Note Borrowers did not provide any collateral or guarantees for the May 20 Notes. The application for these funds required the Company to certify in good faith that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. This certification further required the Company to take into account our current business activity and our ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. The Company made this good faith assertion based upon the adverse impact the COVID-19 pandemic had on our business and the degree of uncertainty introduced to the capital markets. While the Company has made this assertion in good faith based upon all available guidance, management will continue to assess their continued qualification if and when updated guidance is released by the Treasury Department. STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) On July 14, 2021, the Company was notified by its lender, Affinity Bank, that the May 20 Notes for the Company’s subsidiaries KRI, LH and SG, in the amounts of $ 5,443 , $ 1,890 and $ 2,063 , respectively, in principal and $ 63 , $ 22 and $ 24 , respectively, in interest, were forgiven in their entirety by the SBA. Effective March 27, 2020, the Company is deferring Federal Insurance Contributions Act taxes under the CARES Act section 2302. Payment of these tax deferrals of $ 2,473 and $ 2,473 are delayed to December 31, 2021 and December 31, 2022, respectively and are recorded as other current liabilities and other long-term liabilities, respectively. Goodwill Goodwill relates to amounts that arose in connection with various acquisitions and represents the difference between the purchase price and the fair value of the identifiable intangible and tangible net assets when accounted for using the purchase method of accounting. Goodwill is not amortized, but it is subject to periodic review for impairment. Events that would indicate impairment and trigger an interim impairment assessment include, but are not limited to, current economic and market conditions, a decline in the equity value of the business, a significant adverse change in certain agreements that would materially affect reported operating results, business climate or operational performance of the business and an adverse action or assessment by a regulator. In accordance with ASU No. 2011-08, Intangibles-Goodwill and Other (Topic 350) Testing Goodwill for Impairment, or ASU 2011-08, the Company is required to review goodwill by reporting unit for impairment at least annually or more often if there are indicators of impairment present. During the year ended January 2, 2021 the Company changed its annual measurement date from the first day of the fiscal fourth quarter to the last day of the fiscal year end. A reporting unit is either the equivalent of, or one level below, an operating segment. The Company early adopted the provisions in ASU 2017-04, which eliminates the second step of the goodwill impairment test. As a result, the Company’s goodwill impairment tests include only one step, which is a comparison of the carrying value of each reporting unit to its fair value, and any excess carrying value, up to the amount of goodwill allocated to that reporting unit, is impaired. The carrying value of each reporting unit is based on the assignment of the appropriate assets and liabilities to each reporting unit. Assets and liabilities were assigned to each reporting unit if the assets or liabilities are employed in the operations of the reporting unit and the asset and liability is considered in the determination of the reporting unit fair value. The Company recognized an impairment with respect to its first 2,969 STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) No If the assumptions utilized by management are not achieved and declines to operations are greater than anticipated, while failing to achieve growth in future periods as a result of the prolonged impact of COVID-19 pandemic, an impairment to goodwill could be recorded and such amount could be material to the financial statements. A reduction in the projected long-term operating performance of the reporting units, market declines, changes in discount rates or other conditions could result in a material impairment in the future. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered. The Company has two main forms of revenue – temporary contractor revenue and permanent placement revenue. Temporary contractor revenue is accounted for as a single performance obligation satisfied over time because the customer simultaneously receives and consumes the benefits of the Company’s performance on an hourly basis. The contracts stipulate weekly billing and the Company has elected the “as invoiced” practical expedient to recognize revenue based on the hours incurred at the contractual rate as we have the right to payment in an amount that corresponds directly with the value of performance completed to date. Permanent placement revenue is recognized on the date the candidate’s full-time employment with the customer has commenced. The customer is invoiced on the start date, and the contract stipulates payment due under varying terms, typically 30 days. The contract with the customer stipulates a guarantee period whereby the customer may be refunded if the employee is terminated within a short period of time, however this has historically been infrequent, and immaterial upon occurrence. As such, the Company’s performance obligations are satisfied upon commencement of the employment, at which point control has transferred to the customer. Revenue in Q2 2021 YTD was comprised of $ 97,106 of temporary contractor revenue and $ 2,375 of permanent placement revenue, compared with $ 97,974 and $ 4,079 in Q2 2020 YTD, respectively. Refer to Note 10 for further details on breakdown by segments. Reclassifications We may make certain reclassifications to prior period amounts to conform with the current year’s presentation. These reclassifications did not have a material effect on our condensed consolidated statement of financial position, results of operations or cash flows. Income Taxes The Company’s provision for income taxes is based upon an estimated annual tax rate for the year applied to federal, state and foreign income. On a quarterly basis, the annual effective tax rate is adjusted, as appropriate, based upon changed facts and circumstances, if any, as compared with those forecasted at the beginning of the fiscal year and each interim period thereafter. The effective income tax rate was 0.86% , (1.26%) , 0.49% and 1.15 % for the period ending Q2 2021, Q2 2020, Q2 2021 YTD and Q2 2020 YTD, respectively. The Company’s effective tax rate differs from the U.S. federal statutory rate of 21 %, primarily due to changes in valuation allowances in the U.S., which eliminates the effective tax rate on current year losses, offset by current state taxes and changes to goodwill naked credit. STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) Foreign Currency The Company recorded a non-cash foreign currency remeasurement (loss) gain of $ (32) , $ (115) , $ 96 and ($790) in Q2 2021, Q2 2020, Q2 2021 YTD and Q2 2020 YTD, associated with its U.S dollar denominated intercompany note. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt and will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that is within the scope of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and treasury stock method will be no longer available. ASU 2020-06 is applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. On December 31, 2019, the FASB issued ASC 2019-12 “Income Taxes: Simplifying the Accounting for Income Taxes” (Topic 740). The amendments in this update simplify the accounting for income taxes by removing certain exceptions. For public business entities, the amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of the amendments is permitted, including adoption in any interim period for (1) public business entities for periods for which financial statements have not yet been issued and (2) all other entities for periods for which financial statements have not yet been made availab

INCOME (LOSS) PER COMMON SHARE

INCOME (LOSS) PER COMMON SHARE	6 Months Ended
	Jul. 03, 2021
Earnings Per Share [Abstract]
INCOME (LOSS) PER COMMON SHARE	NOTE 3 – INCOME (LOSS) PER COMMON SHARE The Company computes earnings per share in accordance with ASC Topic 260, Earnings per Share Basic earnings per common share is computed by dividing income or loss available to common stockholders by the weighted average number of shares of basic common stock outstanding. The Company’s Series F convertible preferred stock, which is convertible into shares of the Company’s common stock at any time and from time to time from and after the issue date, and the Company’s Series F warrants, are classified as participating securities in accordance with ASC 260. Net income allocated to the holders of Series F convertible preferred stock and Series F warrants is calculated based on the shareholders’ proportionate share of weighted average shares of common stock outstanding on an if-converted basis. For purposes of determining diluted earnings per common share, basic earnings per common share is further adjusted to include the effect of potential dilutive common shares outstanding, including unvested restricted stock using the more dilutive of either the two-class method or the treasury stock method, and Series G and G-1 Preferred Stock using the if-converted method. Stock options and warrants that are out-of-the-money are not included in the denominator for the calculation diluted EPS. Under the two-class method of calculating diluted earnings per share, net income is reallocated to common stock, the Series F Preferred stock, the Series F warrants, and all dilutive securities based on the contractual participating rights of the security to share in the current earnings as if all of the earnings for the period had been distributed. In the computation of diluted earnings per share, the if-converted method for the Series F Preferred Stock resulted in a more dilutive earnings per share than the two-class method. As such, the if-converted method was utilized for the calculation of diluted EPS. On June 30, 2021, the Company effected a one-for-six reverse stock split The following table sets forth the components used in the computation of basic and diluted income per share: Components used for Computation of Basic and Diluted Income Per Share Q2 2021 Q2 2020 Q2 2021 YTD Q2 2020 YTD Numerator: Net Income (Loss) $ 7,848 $ (3,763 ) $ 6,160 $ (10,760 ) Less: Dividends paid to Series A preferred shareholders - (31 ) - (62 ) Less: Dividends paid to Series E, E-1, G, G-1 preferred shareholders (323 ) (1,353 ) (712 ) (1,925 ) Less: Deemed dividend (1,409 ) - (1,798 ) - Less: Net income allocated to participating equity (1,261 ) - (236 ) - Net income (loss) available to common shareholders for basic earnings per share 4,855 (5,147 ) 3,414 (12,747 ) Effect of dilutive securities: Add: Dividends paid to Series E, E-1, G, G-1 preferred shareholders 323 712 Net income (loss) available to common and preferred shareholders for diluted earnings per share $ 5,178 $ 4,126 Denominator: Weighted average basic common shares outstanding 6,440,917 1,448,211 5,644,044 1,443,702 Weighted average additional common shares outstanding if preferred shares converted to common shares (if dilutive) 1,298,381 — 1,429,526 — Total weighted average common shares outstanding if preferred shares converted to common shares 7,739,298 1,448,211 7,073,570 1,443,702 Effect of dilutive securities: Restricted shares 35,195 35,195 Weighted average diluted shares outstanding 7,774,493 7,108,765 Income per common share: Basic $ 0.75 $ (3.55 ) $ 0.60 $ (8.83 ) Diluted $ 0.67 $ (3.55 ) $ 0.58 $ (8.83 ) STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED)

ACCOUNTS RECEIVABLE BASED FINAN

ACCOUNTS RECEIVABLE BASED FINANCING FACILITIES	6 Months Ended
	Jul. 03, 2021
Receivables [Abstract]
ACCOUNTS RECEIVABLE BASED FINANCING FACILITIES	NOTE 4 – ACCOUNTS RECEIVABLE BASED FINANCING FACILITIES HSBC Invoice Finance (UK) Ltd – New Facility On February 8, 2018, CBS Butler Holdings Limited (“CBS Butler”), Staffing 360 Solutions Limited and The JM Group, entered into a new arrangement with HSBC Invoice Finance (UK) Ltd (“HSBC”) which provides for HSBC to purchase the subsidiaries’ accounts receivable up to an aggregate amount of £ 11,500 across all three subsidiaries. The terms of the arrangement provide for HSBC to fund 90 % of the purchased accounts receivable upfront and, a secured borrowing line of 70% of unbilled receivables capped at £ 1,000 (within the overall aggregate total facility of £ 11,500 .) The arrangement has an initial term of 12 months, with an automatic rolling three-month extension and carries a service charge of 1.80 %. On June 28, 2018, Clement May Limited (“CML”), the Company’s new subsidiary, entered into a new agreement with a minimum term of 12 months for purchase of debt (“APD”) with HSBC, joining CBS Butler, Staffing 360 Solutions Limited and The JM Group (collectively, with CML, the “Borrowers”) as “Connected Clients” as defined in the APD. The new Connected Client APDs carry an aggregate facility limit of £ 20,000 across all Borrowers. The obligations of the Borrowers are secured by a fixed charge and a floating charge on the Borrowers’ respective accounts receivable and are subject to cross-company guarantees among the Borrowers. In addition, the secured borrowing line against unbilled receivables was increased to £ 1,500 for a period of 90 days. In July 2019, the aggregate facility limit was extended to £ 22,500 across all Borrowers. Under ASU 2016-16, “Statement of Cash Flows” (Topic 230, Classification of Certain Cash Receipts and Cash Payments, a consensus of the FASB Emerging Issues Task Force MidCap Funding Trust Prior to September 15, 2017, certain U.S. subsidiaries of the Company were parties to a $ 25,000 revolving loan facility with MidCap, with the option to increase the amount by an additional $ 25,000 , with a maturity of April 8, 2019 . On October 26, 2020, the Company entered into Amendment No. 17 to Credit and Security Agreement with MidCap, whereby, among other things, MidCap agreed to extend the maturity date of our outstanding asset based revolving loan until September 1, 2022. In addition, the Company also agreed to certain amendments to the financial covenants. The facility provides events of default including: (i) failure to make payment of principal or interest on any MidCap loans when required, (ii) failure to perform obligations under the facility and related documents, (iii) not paying its debts as such debts become due and similar insolvency matters, and (iv) material adverse changes to the Company (subject to a 10-day notice and cure period.) Upon an event of default, the Company’s obligations under the credit facility may, or in the event of insolvency or bankruptcy will automatically, be accelerated. Upon the occurrence of any event of default, the facility will bear interest at a rate equal to the lesser of: (i) 3.0% above the rate of interest applicable to such obligations immediately prior to the occurrence of the event of default; and (ii) the maximum rate allowable under law. Under the terms of this agreement, the Company is subject to affirmative covenants which are customary for financings of this type, including covenants to: (i) maintain good standing and governmental authorizations, (ii) provide certain information and notices to MidCap, (iii) deliver monthly reports and quarterly financial statements to MidCap, (iv) maintain insurance, (v) discharge all taxes, (vi) protect its intellectual property, and (vii) generally protect the collateral granted to MidCap. The Company is also subject to negative covenants customary for financings of this type, including that it may not: (i) enter into a merger or consolidation or certain change of control events, (ii) incur liens on the collateral, (iii) except for certain permitted acquisitions, acquire any significant assets other than in the ordinary course of business, (iv) assume certain additional senior debt, or (v) amend any of its organizational documents. The Company is not in compliance with its July 3, 2021 covenants and received a waiver from Midcap. The balance of the MidCap Facility as of July 3, 2021 and January 2, 2021 was $ 8,960 and $ 14,842 respectively, and is included in Accounts receivable financing on the Consolidated Balance Sheet.

GOODWILL

GOODWILL	6 Months Ended
	Jul. 03, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL	NOTE 5 – GOODWILL The following table provides a roll forward of goodwill: SCHEDULE OF GOODWILL July 3, 2021 January 2, 2021 Beginning balance, net $ 27,045 $ 31,049 Accumulated impairment losses - (2,969 ) Disposition of business - (1,577 ) Currency translation 119 542 Ending balance, net $ 27,164 $ 27,045 Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. ASC 350, requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. During the first quarter of 2020 the Company identified a triggering event in response to the COVID-19 pandemic. In accordance with ASC 350 the Company tested its goodwill for impairment and the Company recognized an impairment with respect to its first 2,969 During the year ended January 2, 2021 the Company changed its measurement date from the first day of the fiscal fourth quarter to the last day of the fiscal year No

DEBT

DEBT	6 Months Ended
	Jul. 03, 2021
Debt Disclosure [Abstract]
DEBT	NOTE 6 – DEBT SCHEDULE OF DEBT July 3, 2021 January 2, 2021 Jackson Investment Group - related party $ 16,077 $ 33,880 PPP Loans 9,395 19,395 HSBC Term Loan 1,486 2,094 Total Debt, Gross 26,958 55,369 Less: Debt Discount and Deferred Financing Costs (412 ) (559 ) Total Debt, Net 26,546 54,810 Less: Non Current Portion (16,242 ) (39,943 ) Total Current Debt, Net $ 10,304 $ 14,867 Total Debt, Net 26,546 54,810 Jackson Debt On October 26, 2020, the Company, certain of its subsidiaries and Jackson entered into the Amended Note Purchase Agreement and the Jackson Note, which amended and restated the Existing Note Purchase Agreement. The Amended Note Purchase Agreement refinanced an aggregate of approximately $ 35,700 of debt provided by Jackson, extending the maturity to September 30, 2022 . In connection with the amendment and restatement, the Company paid Jackson an amendment fee of $ 488 . The Company accounted for the Amended Note Purchase Agreement as a modification of the debt. Accordingly, fees totaling $ 488 paid to Jackson as well as the modification of 150,918 warrants from a strike price of $ 9.96 to $ 6.00 and the extension of the warrant expiration date of January 26, 2024 to January 26, 2026 , resulting in a fair value adjustment of $ 126 , were recorded as additional debt discount which will be amortized over the term of the Jackson Note using the effective interest method. STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) Under the terms of the Amended Note Purchase Agreement and the Jackson Note, the Company is required to pay interest on the debt at a per annum rate of 12 50 3.00 3.00 21.00 For the period of November 2020 through and including March 2021, each monthly interest amount due and payable was reduced by $166, and for the period commencing April 2021 through and including September 2021, each monthly interest amount due and payable shall be increased by $166 Under the terms of the Amended Note Purchase Agreement, the Company was required to make a mandatory prepayment of the principal amount of the Jackson Note of not less than $3,000 no later than January 31, 2021. Payments were made in December 2020 and January 2021 totaling $ 3,029 On January 4, 2021, the Company used $ 1,558 in net proceeds from a securities purchase agreement dated December 30, 2020 and redeemed $ 1,168 of the Jackson Note with an outstanding principal amount of $ 33,878 and redeemed 390 shares of the Series E Convertible Preferred Stock with an aggregate value of $ 390 . Following the redemption of the portion of the Jackson Note and Series E Convertible Preferred Stock, the Jackson Note balance was $ 32,710 and the Company had 10,690 shares of Series E Convertible Preferred Stock outstanding with an aggregate stated value of $ 10,690 . On February 5, 2021, the Company received the Limited Consent from Jackson, the sole holder of the Company’s outstanding shares of Series E Convertible Preferred Stock, to use approximately (i) 75% of the net proceeds from the February 2021 Offering to redeem a portion of the Jackson Note, which had an outstanding principal amount of $32,710 as of February 9, 2021, and (ii) 25% of the net proceeds from the February 2021 Offering to redeem a portion of the Company’s Series E Convertible Preferred Stock. Pursuant to the Limited Consent, upon closing of the February 2021 Offering, the Company redeemed a portion of the Jackson Note with an outstanding principal amount of $13,556 and redeemed 4,518 shares of the Series E Convertible Preferred Stock . On April 21, 2021, the Company entered into the April 2021 Purchase Agreement. The net proceeds to the Company were approximately $ 4,200 , after deducting placement agent fees and estimate offering expenses payable by the Company. The Company used $ 3,200 of the net proceeds to redeem a portion of the Jackson Note, which had an outstanding principal amount of $ 19,154 immediately prior to such redemption. The entire outstanding principal balance of the Jackson Note shall be due and payable on September 30, 2022. The debt represented by the Jackson Note continues to be secured by substantially all of the Company’s domestic subsidiaries’ assets pursuant to the Amended and Restated Security Agreement with Jackson, dated September 15, 2017. The Amended Note Purchase Agreement includes certain customary financial covenants, including a leverage ratio covenant and a minimum adjusted EBITDA covenant. Delivery of financial covenants commenced with the fiscal month ending March 2021. The Company is not in compliance with its July 3, 2021 covenants and received a waiver from Jackson. PPP Loans On May 12, 2020, Monroe, an indirect subsidiary of the Company, entered into the May 12 Note with the Bank, pursuant to the PPP of the CARES Act administered by the SBA. The principal amount of the May 12 Note was $ 10,000 In accordance with the requirements of the CARES Act, the May 12 Note Borrowers used the proceeds from the May 12 Note in accordance with the requirements of the PPP to cover certain qualified expenses, including payroll costs, rent and utility costs. Interest accrues on the May 12 Note at the rate of 1.00 % per annum. The May 12 Note Borrowers applied for forgiveness of the amount due under the May 12 Note, in an amount equal to the sum of qualified expenses under the PPP. The May 12 Note Borrowers used the entire proceeds under the May 12 Note for such qualifying expenses. The May 12 Note matures two years following the date of issuance of the May 12 Note and included a period for the first ten months during which time required payments of interest and principal are deferred 14 monthly On May 25, 2021, the Company was notified by its lender, Affinity Bank, that the May 12 Note, in the amount of $ 10,000 of principal and $ 105 in interest, was forgiven in its entirety by the SBA. The Company recorded the forgiveness of $ 10,000 105 STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) On May 20, 2020, each of KRI, LH and SG, each a wholly owned direct or indirect subsidiary of the Company, entered into the borrowing agreements with the Bank pursuant to the PPP, each evidenced by a note dated May 20, 2020 (as previously defined, the KRI Note, the LH Note and the SG Note, respectively. The combined aggregate principal amount of the indebtedness represented by the May 20 Notes was $ 9,395 . In accordance with the requirements of the CARES Act, the May 20 Note Borrowers used the proceeds from the May 20 Notes in accordance with the requirements of the PPP to cover certain qualified expenses, including payroll costs, rent and utility costs. Interest accrues on each of the May 20 Notes at the rate of 1.00 Each of the May 20 Notes matures two years following the date of issuance of the May 20 Notes and included a period for the first ten months during which time required payments of interest and principal were deferred . Beginning in the eleventh month following the date of each of the May 20 Notes, the May 20 Note Borrowers are required to make 14 monthly payments of principal and interest. Based upon these payment terms the Company has recognized $ 9,395 of the PPP loan as a short-term obligation and $ 0 as long term as of July 3, 2021. The May 20 Notes may be prepaid at any time prior to maturity. The May 20 Notes provide for customary events of default, including, among others, those relating to breaches of obligations under the May 20 Notes, including a failure to make payments, any bankruptcy or similar proceedings involving the May 20 Note Borrowers, and certain material effects on the May 20 Note Borrowers’ ability to repay the May 20 Notes. The May 20 Note Borrowers did not provide any collateral or guarantees for the May 20 Notes. On July 14, 2021, the Company was notified by its lender, Affinity Bank, that the May 20 Notes for the Company’s subsidiaries KRI, LH and SG, in the amounts of $ 5,443 , $ 1,890 and $ 2,063 , respectively, in principal and $ 63 , $ 22 and $ 24 , respectively, in interest, were forgiven in their entirety by the SBA. The application for these funds required the Company to certify in good faith that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. This certification further required the Company to take into account our current business activity and our ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. The Company made this good faith assertion based upon the adverse impact the COVID-19 pandemic had on our business and the degree of uncertainty introduced to the capital markets. While the Company has made this assertion in good faith based upon all available guidance, management will continue to assess their continued qualification if and when updated guidance is released by the Treasury Department. STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) Debt Exchange Agreement On November 15, 2018 the Company, entered into a Debt Exchange Agreement with Jackson, pursuant to which, among other things, Jackson agreed to exchange $ 13,000 (the “Exchange Amount”) of indebtedness of the Company held by Jackson in exchange for 13,000 shares of Series E Preferred Stock, par value $ 0.00001 per share. The Series E Preferred Stock ranked senior to the Company’s common stock and any other series or classes of preferred stock issued or outstanding with respect to dividend rights and rights on liquidation, winding up and dissolution. Each share of Series E Preferred Stock was initially convertible into 561 shares of common stock of the Company at any time after October 31, 2020 or the occurrence of a Preferred Default (as defined in the Certificate of Designation for the Series E Preferred Stock (the “Series E Certificate of Designation”)). A holder of Series E Preferred Stock was not required to pay any additional consideration in exchange for conversion of such Series E Preferred Stock into the Company’s common stock. Series E Preferred Stock was redeemable by the Company at any time at a price per share equal to the stated value ($ 1,000 per share) plus all accrued and unpaid dividends thereon. The Series E Preferred Stock carried quarterly dividend rights of (a) cash dividends accruing (i) at an annual rate per share equal to 12% from the date of issuance and (ii) 17% after the occurrence of a Preferred Default, and (b) a dividend payable in shares of Series E-1 Convertible Preferred Stock (the “Series E-1 Convertible Preferred Stock” and, collectively with the Series E Convertible Preferred Stock, the “Series E Preferred Stock”). The shares of Series E-1 Convertible Preferred Stock had all the same terms, preferences and characteristics as the Series E Preferred Stock (including, without limitation, the right to receive cash dividends), except (i) Series E-1 Convertible Preferred Stock were mandatorily redeemable by the Company within thirty (30) days after written demand received from any holder at any time after the earlier of the occurrence of a Preferred Default or November 15, 2020, for a cash payment equal to the Liquidation Value (as defined in the Series E Certificate of Designation) plus any accrued and unpaid dividends thereon, (ii) each share of Series E-1 Convertible Preferred Stock was initially convertible into 101 shares of the Company’s common stock , and (iii) Series E-1 Convertible Preferred Stock could be cancelled and extinguished by the Company if all shares of Series E Convertible Preferred Stock are redeemed by the Company on or prior to October 31, 2020. On October 26, 2020, in connection with the entry into the Amended Note Purchase Agreement, the Company filed with the Secretary of State of the State of Delaware the second Certificate of Amendment (the “Amendment”) to the Series E Certificate of Designation. Under the amended terms, holders of Series E Preferred Stock were entitled to monthly cash dividends on Series E Preferred Stock at a per annum rate of 12%. At the Company’s option, up to 50% of the cash dividend on the Series E Convertible Preferred Stock could be paid in kind by adding such 50% portion to the outstanding liquidation value of the Series E Convertible Preferred Stock (the “PIK Dividend Payment”), commencing on October 26, 2020 and ending on October 25, 2020 . If the PIK Dividend Payment was elected, a holder of Series E Preferred Stock was entitled to additional fee to be paid in shares of our common stock an amount equal to $ 10,000 divided by the average closing price, as reported by Nasdaq of such shares of common stock over the 5 trading days prior to the applicable monthly interest payment date. If such average market price was less than $3.50, or was otherwise undeterminable because such shares were no longer publicly traded or the closing price was no longer reported by Nasdaq, then the average closing price for these purposes was to be deemed to be $ 3.50, and if such average closing price were greater than $ 21.00 then the average closing price for these purposes would be deemed to be $ 21.00 . Dividends on the Series E-1 Convertible Preferred Stock could only be paid in cash. If the Company failed to make dividend payments on the Series E Convertible Preferred Stock, it would be an event of default under the Amended Note Purchase Agreement. Under the terms of the Amendment, shares of Series E-1 Convertible Preferred Stock were convertible into common stock at a conversion rate equal to the liquidation value of each share of Series E-1 Convertible Preferred Stock divided by $ 6.00 per share commencing October 31, 2020. Each share of Series E-1 Convertible Preferred Stock had a liquidation value of $ 1,000 per share. The shares of Series E Convertible Preferred Stock were also convertible into shares of common stock after October 31, 2022 . The conversion rate for the Series E Convertible Preferred Stock was equal to the liquidation value of each share of Series E Convertible Preferred Stock divided by $6.00 per share. Each share of Series E Convertible Preferred Stock had a liquidation value of $ 1,000 per share. The Amendment resulted in the original conversion price of $ 10.68 and $ 9.96 of the Series E Convertible Preferred Stock and E-1 Convertible Preferred Stock, respectively, being reduced to $6.00 for both instruments. STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) The Company accounted for the Amendment as a modification to the Series E and E-1 Preferred Stock. The change in fair value as a result of the modification amounted to $ 410 4,280 6.00 0 Under the terms of the Consent and the Series E Certificate of Designation, in consideration for Jackson’s consent to the first 2,100 of the Series E Preferred Stock was reclassified to mezzanine equity during the year ended January 2, 2021. On July 22, 2021, after conversion of the Series G Preferred Stock to a new 12% Senior Secured Note, the Company redeemed $ 2,080 of the Jackson Note using the Escrow Funds. Lastly, under the terms of the Limited Consent and Waiver with Jackson dated February 5, 2021, it was agreed that to the extent that any of the PPP Loans are forgiven after the February 2021 Offering, Jackson may convert the Series E Convertible Preferred Stock and Series E-1 Convertible Preferred Stock that remains outstanding into a secured note that is substantially similar to the Jackson Note. As this provision results in a contingent redemption feature, approximately $ 4,100 of the Series E Preferred Stock that remains outstanding as of July 3, 2021 was reclassified to mezzanine equity. The Company assessed the fair value of the instrument just before and after this modification and recorded a deemed dividend totaling $ 389 upon remeasurement of the Series E Preferred Stock. Series G Preferred Stock – Related Party On May 6, 2021, the Company, entered into an Exchange Agreement with Jackson (the “Exchange Agreement”), pursuant to which, among other things, Jackson agreed to exchange 6,172 shares of the Company’s Series E Convertible Preferred Stock and 1,493 shares of the Series E-1 Convertible Preferred Stock for an equivalent number of shares of the Company’s newly issued Series G Convertible Preferred Stock and Series G-1 Convertible Preferred Stock, respectively (collectively, the “Series G Preferred Stock” and the transaction, the “Exchange”). The Series G Preferred Stock is subject to the same terms stated in the Limited Waiver, as defined herein and described in Note 8. The Series G Preferred Stock ranks senior to each of the Company’s common stock, Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock, and any other classes and series of stock of the Company now or hereafter authorized, issued or outstanding, which by their terms expressly provide that they are junior to the Series G Preferred Stock or which do not specify their rank (which includes the Series F Convertible Preferred Stock). Each share of Series G Preferred Stock is initially convertible into 1,000 shares of common stock at any time from and after, (i) with respect to the Series G Convertible Preferred Stock, the earlier of October 31, 2022 or the occurrence of a default and, (ii) with respect to the Series G-l Convertible Preferred Stock, October 31, 2020. A holder of Series G Preferred Stock is not required to pay any additional consideration in exchange for conversion of the Series G Preferred Stock into the Company’s common stock The Series G Convertible Preferred Stock carries monthly dividend rights of (a) cash dividends accruing (i) at an annual rate per share equal to 12% from the date of issuance (plus any accrued dividends with respect to the Series E Preferred Stock unpaid as of the date of the Exchange) and (ii) 17% after the occurrence of a default, and (b) a dividend payable in shares of Series G-1 Convertible Preferred Stock. The shares of Series G-1 Convertible Preferred Stock have all the same terms, preferences and characteristics as the Series G Convertible Preferred Stock (including, without limitation, the right to receive cash dividends), except Series G-1 Convertible Preferred Stock are mandatorily redeemable by the Company within thirty (30) days after written demand received from any holder at any time after the earlier of the occurrence of a Preferred Default or September 30, 2022, for a cash payment equal to the liquidation value plus any accrued and unpaid dividends thereon The Series G Preferred Stock shall vote on an “as converted” basis on all matters submitted to the holders of common stock for approval. As of July 3, 2021, 6,172,000 1,543,000 HSBC Loan On April 20, 2020, the terms of the loan with HSBC were amended such that no capital repayments would be required between April 2020 to September 2020, and only interest payments would be made during such time. Since such time, capital repayments have resumed. On May 15, 2020, the Company entered into a three-year term loan 1,000

LEASES

LEASES	6 Months Ended
	Jul. 03, 2021
Leases
LEASES	NOTE 7 – LEASES As of July 3, 2021 and June 27, 2020, as a result of the adoption of ASC 842, the Company recorded a right of use (“ROU”) lease asset of approximately $ 3,250 with a corresponding lease liability of approximately $ 3,219 and ROU of approximately $ 4,173 with a corresponding lease liability of approximately $ 4,221 , respectively, based on the present value of the minimum rental payments of such leases. The Company’s finance leases are immaterial both individually and in the aggregate. STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) Quantitative information regarding the Company’s leases for the period ended July 3, 2021 is as follows: SCHEDULE OF QUANTITATIVE INFORMATION OF OPERATING LEASES Lease Cost Classification Q2 2021 YTD Operating lease cost SG&A Expenses 943 SCHEDULE OF OPERATING LEASE LIABILITY MATURITY Other information July 3, 2021 Weighted average remaining lease term (years) 4.5 Weighted average discount rate 6.3 % Future Lease Payments 2021 $ 707 2022 935 2023 544 2024 368 2025 327 Thereafter 842 Total $ 3,723 Less: Imputed Interest 504 Operating lease, liability 3,219 Leases - Current 1,219 Leases - Non Current 2,000 As most of the Company’s leases do not provide an implicit rate, we use the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

EQUITY

EQUITY	6 Months Ended
	Jul. 03, 2021
Equity [Abstract]
EQUITY	NOTE 8 – EQUITY Common Stock The Company issued the following shares of common stock during the six-month period ended July 3, 2021: SCHEDULE OF COMMON STOCK ISSUANCE Shares issued to/for: Number of Common Fair Value Fair Value at Issuance Equity Raise 3,642,547 $ 19,670 $ 5.40 $ 5.40 Preferred Series A Conversion 4,504 - - - Employees 50,834 275 $ 5.40 $ 5.40 Board and Committee members 936 5 5.16 5.16 Long-term incentive plan 25,834 133 5.16 5.16 3,724,655 $ 20,083 The Company issued the following shares of common stock during the six-month period ended June 27, 2020: Shares issued to/for: Number of Common Shares Fair Value Fair Value at Issuance Jackson Investment Group 83,334 $ 4,914 $ 2.16 $ 5.52 Preferred Series A Conversion 2,703 9 - - Consultants 2,500 7.32 7.32 Board and Committee members 936 19 5.10 5.10 89,473 $ 4,942 STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) Reverse Stock Split The Company effected a one-for-six reverse stock split on June 30, 2021 (the “Reverse Stock Split”). All share and per share information in these consolidated financial statements has been retroactively adjusted to reflect the Reverse Stock Split February 2021 Public Offering On February 9, 2021, the Company announced the pricing of a public offering of an aggregate of 3,642,547 5.40 The February 2021 Offering closed on February 12, 2021. In the February 2021 Offering, the Company issued 3,475,200 shares of common stock and pre-funded warrants to purchase up to 167,347 shares of common stock, at an exercise price of $ 0.0001 per share. The Pre-funded Warrants were sold at $ 5.40 per Pre-funded Warrant. The Pre-funded Warrants were immediately exercisable and could be exercised at any time after their original issuance until such Pre-funded Warrants were exercised in full. The Pre-funded Warrants were exercised immediately upon issuance, and 167,347 shares of common stock were issued on February 12, 2021. The net proceeds to the Company from the February 2021 Offering were approximately $ 18,100 , after deducting placement agent fees and estimated offering expenses payable by the Company. Prior to the exchange of the Company’s Series E Preferred Stock for Series G Preferred Stock, consummated on May 6, 2021, the Company was required to use the proceeds of any sales of equity securities, including the securities offered in the February 2021 Offering, exclusively to redeem any outstanding shares of the Company’s Series E Preferred Stock, subject to certain limitations. Pursuant to the Limited Consent, the Company was permitted to use approximately (i) 75% of the net proceeds from the February 2021 Offering to redeem a portion of the outstanding Jackson Note and to use (ii) 25% of the net proceeds from the February 2021 Offering to redeem a portion of the Company’s Series E Preferred Stock, and upon closing of the February 2021 Offering, the Company redeemed a portion of the Jackson Note and redeemed 4,518 shares of the Series E Convertible Preferred Stock . Following the redemption of the Series E Convertible Preferred Stock, the Company has 6,172 shares of Series E Convertible Preferred Stock outstanding with an aggregate stated value of $6,172 . Prior to the February 2021 Offering, the Company entered the Limited Consent with Jackson, whereby, among other things, Jackson agreed that we may use 75% of the proceeds from the February 2021 Offering to redeem a portion of the Jackson Note, which at the time had an outstanding principal amount of $32,710, and 25% of the net proceeds from the Offering to redeem a portion of our Series E Convertible Preferred Stock, notwithstanding certain provisions of the Series E Certificate of Designation that would have required us to use all the proceeds from the Offering to redeem the Series E Convertible Preferred Stock. In addition, the Company also agreed in the Limited Consent to additional limits on our ability to incur other indebtedness, including limits on advances under our revolving loan facility with MidCap. The Company also agreed that to the extent that any of our PPP Loans are forgiven after the Offering, Jackson may convert the Series E Convertible Preferred Stock and Series E-1 Convertible Preferred Stock that remains outstanding into a secured note that is substantially similar to the Jackson Note. On April 8, 2021, the Limited Consent was extended to June 17, 2021. On February 5, 2021, the Company also entered into a Limited Waiver and Agreement with Jackson (the “Limited Waiver”), whereby Jackson agreed that it would not convert any shares of the Series E Convertible Preferred Stock or Series E-1 Convertible 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 shares of common stock to be less than the number of shares being offered in the Offering. Jackson also waived any event of default under the Series E Certificate of Designation and the Jackson Note that would have resulted from the Company having an insufficient number of authorized shares of common stock to honor conversions of the Series E Convertible Preferred Stock and the exercise of Jackson’s warrants. On April 8, 2021, the Limited Waiver was extended to June 17, 2021, and on May 6, 2021 the Limited Waiver was extended to June 30, 2021. The limited waiver was not extended further because the Company effected a Reverse Stock Split on June 30, 2021. STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) April 2021 Private Placement On April 21, 2021, the Company entered into the April 2021 Purchase Agreement with certain institutional and accredited investors for the issuance and sale of an aggregate of 4,698 shares of Series F Preferred Stock at a price of $ 1,000 per share and warrants to purchase up to an aggregate of 1,304,901 shares of common stock, at an exercise price of $ 3.60 per share. The April 2021 Warrants are exercisable six months following the closing of the April 2021 Private Placement and will expire five years following the date the April 2021 Warrants first became exercisable. The Series F Preferred Stock is convertible into an aggregate of approximately 1,304,901 shares of Common Stock at a conversion price of $ 3.60 per share, subject to certain ownership limitations, upon the Company amending its certificate of incorporation to effect a reverse split within a range of 1-into-2 to up to 1-into-20 to be determined by the Company’s Board. On June 30, 2021, the Company effectuated the Reverse Stock Split. The net proceeds to the Company from the April 2021 Private Placement were approximately $ 4,200 , after deducting placement agent fees and estimate offering expenses payable by the Company. The Company used $ 3,200 of the net proceeds to redeem a portion of the Jackson Note, which had an outstanding principal amount of $ 19,154 as of April 21, 2021. In addition, the Company used $ 1,000 of the net proceeds for working capital purposes. This transaction has been accounted for in Q2 2021 YTD. As the Series F Preferred Stock was issued concurrently with the April 2021 Warrants, the Company evaluated the existence of a BCF using the effective conversion price for the Preferred Stock based on the proceeds allocated to that instrument. Accordingly, the Company recognized a BCF of $ 1,409 Subject to certain beneficial ownership limitations, the Series F Preferred Stock shall vote on an “as converted” basis on all matters submitted to the holders of Common Stock for approval; provided, however, that solely for purposes of determining the number of votes that the Series F Preferred Stock is entitled to, the “Conversion Price” of the Series F Preferred Stock shall be deemed $ 4.35 Series G Preferred Stock – Related Party On May 6, 2021, the Company, entered into the Exchange Agreement with Jackson, pursuant to which, among other things, Jackson agreed to exchange 6,172 shares of the Company’s Series E Convertible Preferred Stock, and 1,493 shares of the Series E-1 Convertible Preferred Stock for an equivalent number of shares of the Company’s newly issued Series G Convertible Preferred Stock and Series G-1 Convertible Preferred Stock. The Series G Convertible Preferred Stock is subject to the same terms stated in the Limited Waiver, as described above in “February 2021 Offering” in this Note 8. The Series G Preferred Stock ranks senior to each of the Company’s common stock, Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock, and any other classes and series of stock of the Company now or hereafter authorized, issued or outstanding, which by their terms expressly provide that they are junior to the Series G Preferred Stock or which do not specify their rank (which includes the Series F Convertible Preferred Stock). Each share of Series G Preferred Stock is initially convertible into 1,000 shares of common stock at any time from and after, (i) with respect to the Series G Convertible Preferred Stock, the earlier of October 31, 2022 or the occurrence of a default and, (ii) with respect to the Series G-l Convertible Preferred Stock, October 31, 2020. A holder of Series G Preferred Stock is not required to pay any additional consideration in exchange for conversion of the Series G Preferred Stock into the Company’s common stock The Series G Convertible Preferred Stock carries monthly dividend rights of (a) cash dividends accruing (i) at an annual rate per share equal to 12% from the date of issuance (plus any accrued dividends with respect to the Series E Preferred Stock unpaid as of the date of the Exchange) and (ii) 17% after the occurrence of a default, and (b) a dividend payable in shares of Series G-1 Convertible Preferred Stock. The shares of Series G-1 Convertible Preferred Stock have all the same terms, preferences and characteristics as the Series G Convertible Preferred Stock (including, without limitation, the right to receive cash dividends), except Series G-1 Convertible Preferred Stock are mandatorily redeemable by the Company within thirty (30) days after written demand received from any holder at any time after the earlier of the occurrence of a Preferred Default or September 30, 2022, for a cash payment equal to the liquidation value plus any accrued and unpaid dividends thereon The Series G Preferred Stock shall vote on an “as converted” basis on all matters submitted to the holders of common stock for approval. As of July 3, 2021, 6,172,000 1,543,000 STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) Restricted Shares The Company has issued shares of restricted stock to employees and members of the Board under its 2015 Omnibus Incentive Plan, 2016 Omnibus Incentive Plan and 2020 Omnibus Inventive Plan. Under these plans, the shares are restricted for a period of three years from issuance. As of July 3, 2021, the Company has issued a total of 35,195 restricted shares of common stock to employees and Board members that remain restricted. In accordance with ASC 718, Compensation – Stock Compensation, the Company recognizes stock-based compensation from restricted stock based upon the fair value of the award at issuance over the vesting term on a straight-line basis. The fair value of the award is calculated by multiplying the number of restricted shares by the Company’s stock price on the date of issuance. The impact of forfeitures has historically been immaterial to the financial statements. The Company recorded compensation expense associated with these restricted shares of $ 109 , $ 72 , $ 318 and $ 166 , for the periods ended Q2 2021, Q2 2020, Q2 2021 YTD and Q2 2020 YTD, respectively. Stock Options The Company recorded share-based payment expense of $ 7 6 13 13 Convertible Preferred Shares Series A Preferred Stock – Related Party On May 29, 2015, the Company filed a Certificate of Designations, Preferences and Rights of Series A Preferred Stock with the Nevada Secretary of State, whereby the Company designated 1,663,008 0.00001 1.00 12 Shares of the Series A Preferred Stock are convertible into shares of common stock at the holder’s election at any time prior to December 31, 2020, at a conversion rate of one and three tenths (1.3) shares of common stock for every 50 shares of Series A Preferred Stock that the holder elects to convert In the periods ended Q2 2021 YTD and Q2 2020 YTD, the Company paid $ 0 and $ 0 , respectively, in dividends to its Series A Preferred Stockholders. On January 21, 2020, the Company converted the shares of Series A Preferred Stock awarded to Mr. Briand into 2,703 shares of common stock. On January 8, 2021, the Company converted the shares awarded to Mr. Flood into 4,504 shares of common stock. The Company has $ 125 and $ 62 of dividends payable to Series A Preferred Stockholders at the end of Q2 2021 YTD and Q2 2020 YTD, respectively. Series E Preferred Stock - Related Party The Series E Preferred Stock ranks senior to common stock and any other series or classes of preferred stock now or after issued or outstanding with respect to dividend rights and rights on liquidation, winding up and dissolution. Each share of Series E Preferred Stock was initially convertible into 561.8 1,000 3,000 775 2,425,000 9.90 first In the event of liquidation, dissolution or winding up, the holders of the Series E Preferred Stock are entitled to receive out of the Company assets legally available for distribution, prior to and in preference to distributions to the holders of common stock or classes and series of securities which by their terms do not rank senior to the Series E Preferred Stock, and either in preference to or pari passu pari passu On October 23, 2020, the Company filed the second amendment to the Certificate of Designation of the Series E Preferred Stock and Series E-1 Convertible Preferred Stock. Under the amended terms, holders of Series E Preferred Stock are entitled to monthly cash dividends on the Company’s Series E Preferred Stock at a per annum rate of 12% . At the Company’s option, up to 50% of the cash dividend on the Series E Convertible Preferred Stock may be paid in kind by adding such 50% portion to the outstanding liquidation value of the Series E Convertible Preferred Stock, commencing on October 26, 2020 and ending on October 25, 2021. If the PIK Dividend Payment is elected, a holder of Series E Preferred Stock is entitled to additional fee to be paid in shares of the Company’s common stock an amount equal to $10 divided by the average closing price, as reported by Nasdaq of such shares of common stock over the 5 trading days prior to the applicable monthly interest payment date. If such average market price is less than $ 3.00 , or is otherwise undeterminable because such shares are no longer publicly traded or the closing price is no longer reported by Nasdaq, then the average closing price for these purposes shall be deemed to be $ 3.00 21.00 then the average closing price for these purposes shall be deemed to be $ 21.00 STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) Under the terms of the Amendment, shares of Series E-1 Convertible Preferred Stock are convertible into the Company common stock at a conversion rate equal to the liquidation value of each shares of Series E-1 Preferred Stock divided by $ 6.00 per share commencing October 31, 2020. Each share of Series E-1 Preferred Stock has a liquidation value of $ 1,000 per share. The Company’s shares of Series E Convertible Preferred Stock are also convertible into shares of our common stock after October 31, 2022. The conversion rate for our Series E Convertible Preferred Stock is equal to the liquidation value of each shares of Series E Convertible Preferred Stock divided by $ 6.00 1,000 On May 6, 2021, the Company, entered into the Exchange Agreement with Jackson, pursuant to which, among other things, Jackson agreed to exchange 6,172 1,493 0 0 2019 Long-Term Incentive Plan In January 2019, the Company’s Board approved the 2019 Long-Term Incentive Plan (the “2019 LTIP”). The Board granted 60,834 Units vest upon the following: ● 50% ● 50% SUMMARY OF RELATIONSHIP BETWEEN PERFORMANCE AND THE VESTING RATE Average 2019 Price Vesting Rate <$ 48 per share 0 >$ 48 per share Pro-rated >=$ 72 per share Full Vesting On January 8, 2021, the Company issued 25,834 shares to the remaining 50% of eligible employees in good standing on December 31, 2020. The remaining shares available in this plan expired. The Company recognized share based expense of approximately $ 0 71 4 142 2020 Omnibus Incentive Plan On June 30, 2020, the Board approved the 2020 Omnibus Incentive Plan (the “2020 Plan”) pursuant to which we may grant equity incentive awards to key employees, key contractors, and non-employee directors of the Company. The 2020 Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and other awards, which may be granted singly or in combination, and that may be paid in cash, shares of our common stock, or a combination of cash and common stock. A total of 125,000 5,168 119,832 STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED)

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jul. 03, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 9 – COMMITMENTS AND CONTINGENCIES Legal Proceedings Whitaker v. Monroe Staffing Services, LLC & Staffing 360 Solutions, Inc. On December 5, 2019, former owner of KRI, Pamela D. Whitaker (“Whitaker” or “Plaintiff”), filed a complaint in Guilford County, North Carolina (the “North Carolina Action”) asserting claims for breach of contract and declaratory judgment against Monroe and the Company (the “Defendants”) arising out of the alleged non-payment of certain earn-out payments and interest purportedly due under a Share Purchase Agreement pursuant to which Whitaker sold all issued and outstanding shares in her staffing agency, KRI to Staffing 360’s subsidiary, Monroe Staffing Services in August 2018. Whitaker is seeking $ 4,054 Defendants removed the action to the Middle District of North Carolina on January 7, 2020, and Plaintiff moved to remand on February 4, 2020. Briefing on the motion to remand concluded on February 24, 2020. Separately, Defendants moved to dismiss the action on January 14, 2020 based on Plaintiff’s failure to state a claim, improper venue, and lack of personal jurisdiction as to defendant Staffing 360 Solutions, Inc. Alternatively, Defendants sought a transfer of the action to the Southern District of New York, based on the plain language of the Share Purchase Agreement’s forum selection clause. Briefing on Defendants’ motion to dismiss concluded on February 18, 2020. On February 28, 2020, Plaintiff moved for leave to file an amended complaint. Defendants filed their opposition to the motion for leave on March 19, 2020. Plaintiff has filed a reply. On June 29, 2020, Magistrate Judge Webster issued a Report and Recommendation on the pending motions, recommending that Defendants’ motion to dismiss be granted with regard to Defendants’ request to transfer the matter to the Southern District of New York, and denied in all other regards without prejudice to Defendants raising those arguments again in the new forum. Magistrate Judge Webster also recommended that Plaintiff’s motion to remand be denied and motion to amend be left to the discretion of the Southern District of New York. Plaintiff filed an objection to the Report and Recommendation on July 9, 2020. Defendants responded on July 23, 2020. On February 19, 2021, the District Court issued a decision that reversed the Magistrate Judge’s Order. The District Court granted Plaintiff’s motion to remand and denied Defendants’ motion to dismiss as moot. Defendants filed a Notice of Appeal to the Fourth Circuit on February 25, 2021 and filed their opening brief on April 21, 2021. Plaintiff filed her response brief on May 21, 2021, and Defendants replied on June 11, 2021. Separately, on February 26, 2020, the Company and Monroe filed an action against Whitaker in the United States District Court for the Southern District of New York (Case No. 1:20-cv-01716) (the “New York Action”). The New York Action concerns claims for breach of contract and fraudulent inducement arising from various misrepresentations made by Whitaker to the Company and Monroe in advance of, and included in, the share purchase agreement. The Company and Monroe are seeking damages in an amount to be determined at trial but in no event less than $ 6,000 On October 13, 2020, the Court denied Whitaker’s motion to dismiss, in part, and granted the motion, in part. The Court rejected Whitaker’s procedural arguments, but granted the motion on substantive grounds. However, the Court ordered that Monroe and the Company may seek leave to amend the complaint by letter application by December 1, 2020. Monroe and the Company filed a letter of motion for leave to amend and a proposed Amended Complaint on December 1, 2020. On January 5, 2021, Whitaker filed an opposition to the letter motion. On January 25, 2021, Monroe and the Company filed a reply in further support of the letter motion. On March 9, 2021, the Court granted Monroe and the Company’s motion for leave to amend, in part, and denied the motion, in part. The Court rejected Monroe and the Company’s claim for fraudulent inducement, but granted the motion for leave to amend their breach of contract claim. Monroe and the Company filed their amended complaint on March 12, 2021. On April 9, 2021, Whitaker renewed her motion to dismiss on procedural grounds, requesting dismissal of the action or, in the alternative, a stay of the proceeding pending adjudication on the merits of the North Carolina Action. On May 14, 2021, Monroe and the Company filed an opposition to the motion to dismiss. On June 21, 2021, Whitaker filed a reply in further support of the motion. Whitaker’s renewed motion to dismiss remains pending. Monroe and the Company intend to pursue their claims vigorously. As of the date of this filing, we are not aware of any other material legal proceedings to which we or any of our subsidiaries is a party or to which any of our property is subject, other than as disclosed above. STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED)

SEGMENTS

SEGMENTS	6 Months Ended
	Jul. 03, 2021
Segment Reporting [Abstract]
SEGMENTS	NOTE 10 – SEGMENTS The Company generated revenue and gross profit by segment as follows: SCHEDULE OF REVENUE AND GROSS PROFIT BY SEGMENT Q2 2021 Q2 2020 Q2 2021 YTD Q2 2020 YTD Commercial Staffing - US $ 28,518 $ 22,540 $ 58,639 $ 51,284 Professional Staffing - US 3,908 5,929 7,679 14,590 Professional Staffing - UK 18,104 14,892 33,163 36,179 Total Revenue $ 50,530 $ 43,361 $ 99,481 $ 102,053 Commercial Staffing - US $ 5,297 $ 3,616 $ 10,135 $ 7,910 Professional Staffing - US 1,086 1,853 2,039 4,933 Professional Staffing - UK 2,636 2,085 4,860 5,359 Total Gross Profit $ 9,019 $ 7,554 $ 17,034 $ 18,202 Selling, general and administrative expenses $ (9,419 ) $ (8,257 ) $ (17,348 ) $ (19,218 ) Depreciation and amortization (703 ) (759 ) (1,434 ) (1,544 ) Impairment of goodwill — — — (2,969 ) Interest expense and amortization of debt discount and deferred financing costs (1,185 ) (2,114 ) (2,426 ) (4,531 ) Re-measurement (loss) gain on intercompany note (32 ) (115 ) 96 (790 ) PPP forgiveness gain 10,105 — 10,105 — Other (loss) income, net (4 ) (25 ) 103 (39 ) Income (Loss) Before Provision for Income Tax $ 7,781 $ (3,716 ) $ 6,130 $ (10,889 ) STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) The following table disaggregates revenues by segments: Q2 2021 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 102 $ 267 $ 972 $ 1,341 Temporary Revenue 28,416 3,641 17,132 49,189 Total $ 28,518 $ 3,908 $ 18,104 $ 50,530 Q2 2020 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 64 $ 631 $ 688 $ 1,383 Temporary Revenue 22,476 5,298 14,204 41,978 Total $ 22,540 $ 5,929 $ 14,892 $ 43,361 Q2 2021 YTD Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 143 $ 524 $ 1,708 $ 2,375 Temporary Revenue 58,496 7,155 31,455 97,106 Total $ 58,639 $ 7,679 $ 33,163 $ 99,481 Q2 2020 YTD Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 110 $ 2,075 $ 1,894 $ 4,079 Temporary Revenue 51,174 12,515 34,285 97,974 Total $ 51,284 $ 14,590 $ 36,179 $ 102,053 As of July 3, 2021 and January 2, 2021, the Company has assets in the U.S. and the U.K. as follows: July 3, 2021 January 2, 2021 2020 United States $ 66,094 $ 74,370 United Kingdom 11,556 12,514 Total Assets $ 77,650 $ 86,884

OTHER RELATED PARTY TRANSACTION

OTHER RELATED PARTY TRANSACTIONS	6 Months Ended
	Jul. 03, 2021
Related Party Transactions [Abstract]
OTHER RELATED PARTY TRANSACTIONS	NOTE 11 – OTHER RELATED PARTY TRANSACTIONS In addition to the shares of Series G Convertible Preferred Stock and Series G-1 Convertible Preferred Stock and notes issued to Jackson, the following are other related party transactions: Board and Committee Members The Company had the following activity with its Board and Committee Members: STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) SCHEDULE OF OTHER RELATED PARTY TRANSACTIONS Q2 2021 YTD Q2 2020 YTD Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Dimitri Villard $ 38 234 $ 1 $ 3 $ 38 234 $ 1 $ 11 Jeff Grout 38 234 1 3 38 234 1 11 Nick Florio 38 234 1 3 38 234 1 11 Alicia Barker — 234 1 3 — 234 1 3 $ 114 936 $ 4 $ 12 $ 114 936 $ 4 $ 36

SUPPLEMENTAL CASH FLOW INFORMAT

SUPPLEMENTAL CASH FLOW INFORMATION	6 Months Ended
	Jul. 03, 2021
Supplemental Cash Flow Elements [Abstract]
SUPPLEMENTAL CASH FLOW INFORMATION	NOTE 12 – SUPPLEMENTAL CASH FLOW INFORMATION SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION Q2 2021 YTD Q2 2020 YTD Cash paid for: Interest $ 2,323 $ 2,629 Income taxes 278 — Non-Cash Investing and Financing Activities: Deferred purchase price of UK factoring facility $ 3,309 $ 4,296 Shares issued to Jackson Investment Group — 324 Dividends accrued to related parties 712 1,977 Deemed Dividend 1,798 — Conversion of Series E Preferred Stock – Related Party 6,172 — Conversion of Series E-1 Preferred Stock – Related Party 1,493 —

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jul. 03, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 13 – SUBSEQUENT EVENTS PPP loan forgiveness On July 14, 2021, the company was notified by its lender, Affinity Bank, that the PPP Loans for KRI, LH and SG, in the amounts of $ 5,443 1,890 2,063 63 22 24 In addition to the forgiveness of these loans, the Company had previously received notification of forgiveness for Monroe’s PPP Loan. In total, the Company has received full forgiveness of its PPP Loans totaling $ 19,395 214 STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) July 2021 Registered Direct Offering and Concurrent Private Placement July 2021 Offerings On July 20, 2021, the company entered into the July 2021 Purchase Agreement with certain institutional investors. Pursuant to the July 2021 Purchase Agreement, the Company sold in the July 2021 Registered Direct Offering, 2,199,132 shares of the Company’s common stock to the investors at an offering price of $ 3.45 per share and associated warrant. In the concurrent July 2021 Private Placement, the Company sold to the same investors, unregistered warrants (the “July 2021 Warrants”) to purchase up to an aggregate of 1,099,566 shares of common stock, representing 50% of the shares of common stock sold in the July 2021 Registered Direct Offering. The July 2021 Warrants are exercisable at an exercise price of $ 3.80 per share, were exercisable immediately upon issuance and have a term of exercise equal to five years from the date of issuance. The net proceeds from the July 2021 Offerings were approximately $ 6,760 16,077 6,172 6,172 1,543 1,543 On December 21, 2020, the Company entered into an engagement letter (as amended, the “Engagement Letter”) with H.C. Wainwright & Co., LLC (“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 July 2021 Offerings. The Company paid Wainwright an aggregate cash fee equal to 7.5% 1.0% 85 13 164,935 7.5% 5 4.31 125% STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) Jackson Consent In connection with the July 2021 Offerings, on July 22, 2021 the Company entered into a limited consent with Jackson whereby, among other things, Jackson agreed that the Company could effect the July 2021 Offerings and use $ 5,000 Conversion of Series G Convertible Preferred Stock into Senior Debt On July 21, 2021, the Company exchanged its 6,172 1,561 12% 7,733 6,172 1,561 Under the terms of the New Note, the Company is required to pay interest on the New Note at a per annum rate of 12% 17% September 30, 2022 August 2021 Registered Direct Offering and Concurrent Private Placement On August 9, 2021, the Company entered into the August 2021 Purchase Agreement with certain institutional investors. Pursuant to the August 2021 Purchase Agreement, the Company agreed to sell, in a registered direct offering, 1,383,162 2.64 691,581 50 2.58 Pursuant to the Engagement Letter, Wainwright agreed to serve as the exclusive placement agent for the Company, on a reasonable best-efforts basis, in connection with the August 2021 Offerings. The Company paid Wainwright an aggregate cash fee equal to 7.5 1.0 50 13 103,737 he August 2021 Registered Direct Offering (the “August 2021 Wainwright Warrants”). The August 2021 Wainwright Warrants have a term of five (5) years from the commencement of sales under the August 2021 Registered Direct Offering and an exercise price of $3.30 per share of common stock (equal to 125% of the offering price per share of common stock issued and sold in the August 2021 Registered Direct Offering). The net proceeds to the Company from the August 2021 Offerings were approximately $ 3,281 3,281 16,731

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jul. 03, 2021
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation These condensed consolidated financial statements and related notes are presented in accordance with generally accepted accounting principles in the United States (“GAAP”), expressed in U.S. dollars. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the fiscal year ended January 2, 2021 which are included in the Company’s January 2, 2021 Form 10-K (“Fiscal 2020”), filed with the United States Securities and Exchange Commission on April 16, 2021. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the period ended July 3, 2021 are not necessarily indicative of results for the entire year end. This report is for the period January 3, 2021 to July 3, 2021 (“Q2 2021 YTD”) and December 29, 2019 to June 27, 2020 (“Q2 2020 YTD”). The Company uses a 4-4-5 calendar month which only has 364 days and as such an extra week would need to be added every few years. In October of 2020, the Company’s board of directors (the “Board”) approved the addition of such an extra week to last year’s fiscal year end resulting in the last year ended on January 2, 2021.
Liquidity	Liquidity The accompanying financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern. As shown in the accompanying financial statements as of the quarter ended July 3, 2021, the Company has an accumulated deficit of $ 86,019 and a working capital deficit of $ 20,509 . At July 3, 2021, we had total gross debt of $ 26,958 and total cash of $ 2,928 2,080 848 was unrestricted . We have historically met our cash needs through a combination of cash flows from operating activities, term loans, promissory notes, convertible notes, private placement offerings and sales of equity. Our cash requirements are generally for operating activities and debt repayments. The financial statements included in this quarterly report have been prepared assuming that we will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. Significant assumptions underlie this belief, including, among other things, that there will be no material adverse developments in our business, liquidity, capital requirements and that our credit facilities with our lenders will remain available to us. Further, the Second Amended and Restated 12 % Senior Secured Note, due September 30, 2022 (the “Jackson Note”) that the Company issued on October 26, 2020 to Jackson Investment Group LLC (“Jackson”) pursuant to that certain Second Amended and Restated Note Purchase Agreement, dated October 26, 2020, among the Company, certain of its subsidiaries and Jackson (the “Amended Note Purchase Agreement”), and the Company’s accounts receivable financing facility with MidCap Funding X Trust (“MidCap”) include certain customary financial covenants and the Company has had instances of non-compliance, including the current quarter ended July 3, 2021. Management has historically been able to obtain from Jackson and MidCap waivers of any non-compliance, including the current quarter ended July 3, 2021 and management expects to continue to be able to obtain necessary waivers in the event of future non-compliance; however, there can be no assurance that the Company will be able to obtain such waivers, and should Jackson and MidCap refuse to provide a waiver in the future, the outstanding debt under the Amended Note Purchase Agreement, the Jackson Note and the MidCap accounts receivable financing facility could become due immediately, which exceeds our current cash balance. STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) On February 12, 2021, the Company closed an offering (the “February 2021 Offering”) of 3,475,200 shares of common stock and pre-funded warrants to purchase up to 167,347 shares of common stock (the “Pre-funded Warrants”). The Pre-funded Warrants were sold at $ 5.40 per Pre-funded Warrant. The Pre-funded Warrants were exercised immediately upon issuance, whereupon 167,347 shares of common stock were issued on February 12, 2021. The net proceeds to the Company from the February 2021 Offering were approximately $ 18,100 , after deducting placement agent fees and estimated offering expenses totaling $ 1,596 payable by the Company. The Company also incurred professional fees related to the February 2021 Offering totaling $ 227 . Prior to the exchange of the Company’s Series E Preferred Stock (as defined herein) for newly issued Series G Preferred Stock (as defined herein), consummated on May 6, 2021, the Company was required to use the proceeds of any sales of equity securities, including the securities offered in the February 2021 Offering, exclusively to redeem any outstanding shares of the Company’s Series E Preferred Stock, subject to certain limitations. On February 5, 2021, the Company received a Limited Consent and Waiver from Jackson (the “Limited Consent”), the sole holder of the Company’s outstanding shares of Series E Convertible Preferred Stock, to use approximately (i) 75% of the net proceeds from the February 2021 Offering to redeem a portion of the Jackson Note, which had an outstanding principal amount of $ 32,710 as of February 9, 2021, and (ii) 25% of the net proceeds from the February 2021 Offering to redeem a portion of the Company’s Series E Preferred Stock. Pursuant to the Limited Consent, upon closing of the February 2021 Offering, the Company redeemed a portion of the Jackson Note with an outstanding principal amount of $ 13,556 and redeemed 4,518 shares of the Series E Convertible Preferred Stock (the “Series E Convertible Preferred Stock”). Following the redemption of the portion of the Jackson Note and the Series E Convertible Preferred Stock, the Jackson Note balance was $ 19,154 and the Company had 6,172 shares of Series E Convertible Preferred Stock outstanding with an aggregate stated value of $ 6,172 . On April 21, 2021, the Company entered into a securities purchase agreement (the “April 2021 Purchase Agreement”) with certain institutional and accredited investors for the issuance and sale of an aggregate of 4,698 shares of Series F Convertible Preferred Stock at a price of $ 1,000 per share (the “Series F Preferred Stock”) and warrants (the “April 2021 Warrants”) to purchase up to an aggregate of 1,304,901 shares of common stock, at an exercise price of $ 3.60 per share (the “April 2021 Private Placement”). The April 2021 Warrants are exercisable six months following the closing of the April 2021 Private Placement and will expire five years following the date that the April 2021 Warrants first become exercisable. The Series F Preferred Stock is convertible into an aggregate of approximately 1,304,901 shares of common stock at a conversion price of $ 3.60 per share, subject to certain ownership limitations, upon the Company amending its certificate of incorporation to effect a reverse split within a range of 2-into-1 to up to 20-into-1 to be determined by the Board. On June 30, 2021, the Company effectuated the Reverse Stock Split. The net proceeds to the Company from the April 2021 Private Placement were approximately $ 4,200 , after deducting placement agent fees and estimate offering expenses payable by the Company. The Company used approximately $ 3,200 of the net proceeds to redeem a portion of the Jackson Note, which had an outstanding principal amount of $ 19,154 immediately prior to such redemption. In addition, the Company used $ 1,000 of the net proceeds for working capital purposes. On July 20, 2021, the Company entered into a securities purchase agreement (the “July 2021 Purchase Agreement”) with certain institutional investors. Pursuant to the July 2021 Purchase Agreement, the Company agreed to sell in a registered direct offering, 2,199,132 shares of the Company’s common stock, $ 0.00001 par value per share, to the purchasers at an offering price of $ 3.45 per share and associated warrant (the “July 2021 Registered Direct Offering”). Pursuant to the July 2021 Purchase Agreement, in a concurrent private placement (the “July 2021 Private Placement” and, together with the July 2021 Registered Direct Offering, the “July 2021 Offerings”), the Company also sold to the purchasers unregistered warrants to purchase up to an aggregate of 1,099,566 shares of common stock, representing 50% of the shares of common stock that were issued and sold in the July 2021 Registered Direct Offering (the “July 2021 Warrants”). The July 2021 Warrants are exercisable at an exercise price of $ 3.80 per share, were exercisable immediately upon issuance and have a term of exercise equal to five years from the date of issuance. The net proceeds to the Company from the July 2021 Offerings were approximately $ 6,760 , after deducting placement agent fees and estimate offering expenses payable by the Company. The Company used $ 5,000 of the net proceeds to redeem a portion of the Jackson Note, which had an outstanding principal amount of approximately $ 21,700 immediately prior to such redemption. In addition, the Company used approximately $ 1,700 of the net proceeds for working capital purposes. On August 9, 2021, the Company entered into a securities purchase agreement (the “August 2021 Purchase Agreement”) with certain institutional investors. Pursuant to the August 2021 Purchase Agreement, the Company agreed to sell in a registered direct offering, 1,383,162 shares of the Company’s common stock, $ 0.00001 par value per share, to the purchasers at an offering price of $ 2.64 per share and associated warrant (the “August 2021 Registered Direct Offering”). Pursuant to the August 2021 Purchase Agreement, in a concurrent private placement (the “August 2021 Private Placement” and, together with the August 2021 Registered Direct Offering, the “August 2021 Offerings”), the Company also sold to the purchasers unregistered warrants to purchase up to an aggregate of 691,581 shares of common stock, representing 50% of the shares of common stock that were issued and sold in the August 2021 Registered Direct Offering (the “August 2021 Warrants”). The August 2021 Warrants are exercisable at an exercise price of $ 2.58 per share, were exercisable immediately upon issuance and have a term of exercise equal to five years from the date of issuance. The net proceeds to the Company from the August 2021 Offerings were approximately $ 3,281 3,281 16,731 Going concern The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. The Company’s debt obligations and certain unsecured payments associated with historical acquisitions are due in the next 12 months, and the Company’s debt obligations with Jackson and MidCap may become due on demand due to certain covenant violations discussed above, which are in excess of cash on hand. Lastly, as of July 3, 2021, the Company had short term debt obligations amounting to $ 9,395 The Novel Coronavirus Disease 2019 (“COVID-19”), is impacting worldwide economic activity, and activity in the United States and the United Kingdom where our operations are based. The nature of work of the contractors we support mostly are on the site of our clients. As a result, we are subject to the plans and approaches of our clients to work during this period. This includes whether they support remote working when they have decided to close their facilities. To the extent that our clients have decided to or are required to close their facilities or not permit remote work when they decide to close facilities, we would no longer generate revenue and profit from that client. Developments such as social distancing and shelter-in-place directives have impacted the Company’s ability to deploy its staffing workforce effectively thereby impacting contracts with customers in the Company’s Commercial Staffing and Professional Staffing business streams where we had declines in revenues during Fiscal 2020. While expected to be temporary, prolonged workforce disruptions can negatively impact sales in fiscal year 2021 and the Company’s overall liquidity. STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) The Company’s negative working capital and liquidity position combined with the uncertainty generated by the economic reaction to the COVID-19 pandemic raise substantial doubt about the Company’s ability to continue as a going concern.
Divesture of Business	Divesture of Business On September 24, 2020, the Company and Staffing 360 Georgia, LLC d/b/a first first first first In addition, the Buyer agreed to assume certain liabilities related to the Assets. The purchase price in connection with the first 3,300 , of which (a) $ 1,220 was paid at closing (the “Initial Payment”) and (b) $ 2,080 was held in a separate escrow account (the “Escrow Funds”), which will be released upon receipt of the forgiveness of the Company’s Paycheck Protection Program loans (the “PPP Loans”) by the U.S. Small Business Administration (the “SBA”). In the event that all or any portion of the PPP Loans is not forgiven by the SBA, all or portion of the Escrow Funds will be used to repay any unforgiven portion of the PPP Loans in full. The first 2,080 is presented as cash in escrow in the Company’s consolidated balance sheet as of July 3, 2021 and January 2, 2021 due to the escrow arrangement and restrictions set forth by Jackson. In September 2020, the Company submitted the PPP Loan forgiveness applications to the SBA. All of the PPP Loans have been approved for forgiveness and on July 22, 2021 the Escrow Funds were used to redeem a portion of the Jackson Note. The Asset Purchase Agreement contains non-competition and non-solicitation provisions customary for agreements of this type. In addition, under the terms of the Asset Purchase Agreement, the Company has agreed to indemnify the Buyer against certain liabilities, subject to certain conditions and limitations as set forth in the Asset Purchase Agreement. In connection with execution of the Asset Purchase Agreement, the Company and certain of its subsidiaries entered into a Consent Agreement (the “Consent”) with Jackson, a noteholder under our Amended and Restated Note Purchase Agreement, dated September 15, 2017. Under the terms of the Consent and the Certificate of Designation of the Company’s Series E Convertible Preferred Stock (the “Series E Preferred Stock”), in consideration for Jackson’s consent to the first 1,300 shares of Series E Convertible Preferred Stock for $ 1,300 and on July 22, 2021, after conversion of the Series G Preferred Stock to a new 12% Senior Secured Note, the Company redeemed $ 2,080 of the outstanding note with the Escrow Funds. To induce the Buyer to enter into the Asset Purchase Agreement, the Company also entered into a Transition Services Agreement with the Buyer, pursuant to which each party agreed to provide certain transition services such as payrolling through to year end 2020 to minimize any disruption to the businesses of the Seller and the Buyer arising from the first
COVID-19	COVID-19 The full impact of the COVID-19 pandemic continues to evolve as of the date of this quarterly report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, industry, and workforce. Developments such as social distancing and shelter-in-place directives have impacted the Company’s ability to generate revenues. Given the daily evolution of the COVID-19 pandemic, including new information which may emerge concerning the severity of COVID-19 and the global responses to curb its spread and to treat its impact, the Company is not able to estimate the duration of the effects of the COVID-19 pandemic on its results of operations, financial condition, or liquidity beyond fiscal year 2021, however the Company continues to take action to reduce the negative effects of the COVID-19 pandemic on its operations through various cost cutting initiatives including reductions to support personnel, temporary salary reductions, and elimination of other non-essential spend. Should the impact from the pandemic go on for an extended period of time, management has developed further plans to partially mitigate the impact of the pandemic. On March 27, 2020, the U.S. President signed into law the “Coronavirus Aid, Relief, and Economic Security (CARES) Act.” The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. It also appropriated funds for the SBA Paycheck Protection Program (“PPP”) loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. On May 12, 2020, Monroe Staffing Services, LLC (“Monroe”), an indirect subsidiary of the Company, entered into a note (the “May 12 Note”) with Newton Federal Bank (the “Bank”), pursuant to the PPP of the CARES Act administered by the SBA. The principal amount of the May 12 Note is $ 10,000 In accordance with the requirements of the CARES Act, the Company and Monroe (collectively, the “May 12 Note Borrowers”) used the proceeds from the May 12 Note in accordance with the requirements of the PPP to cover certain qualified expenses, including payroll costs, rent and utility costs. Interest accrues on the May 12 Note at the rate of 1.00 STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) Subject to any forgiveness under the PPP, the May 12 Note matures two years following the date of issuance of the May 12 Note and included a period for the first ten months during which time required payments of interest and principal are deferred. Beginning on the eleventh month following the date of the May 12 Note, the May 12 Note Borrowers are required to make 14 monthly payments of principal and interest. The May 12 Note may be prepaid at any time prior to maturity. The May 12 Note provides for customary events of default, including, among others, those relating to breaches of obligations under the May 12 Note, including a failure to make payments, any bankruptcy or similar proceedings involving the May 12 Note Borrowers, and certain material effects on the May 12 Note Borrowers’ ability to repay the May 12 Note. The May 12 Note Borrowers did not provide any collateral or guarantees for the May 12 Note. On May 25, 2021, the Company was notified by its lender, Affinity Bank, that the May 12 Note, in the amount of $ 10,000 105 On May 20, 2020, Key Resources Inc. (“KRI”), Lighthouse Placement Services, LLC (“LH”) and Staffing 360 Georgia, LLC (“SG”), each a wholly owned direct or indirect subsidiary of the Company, entered into the following notes, each dated May 20, 2020, with the Bank, pursuant to the PPP of the CARES Act administered by the SBA. KRI entered into a note (the “KRI Note”) for the principal amount of approximately $ 5,443 1,890 2,063 9,395 In accordance with the requirements of the CARES Act, the Company, KRI, LH and SG (collectively, the “May 20 Note Borrowers”) used the proceeds from the May 20 Notes in accordance with the requirements of the PPP to cover certain qualified expenses, including payroll costs, rent and utility costs. Interest accrues on each of the May 20 Notes at the rate of 1.00 Subject to any forgiveness under the PPP, each of the May 20 Notes mature two years following the date of issuance of the May 20 Notes and included a period for the first ten months during which time required payments of interest and principal are deferred. Beginning on the eleventh month following the date of each of the May 20 Notes, the May 20 Note Borrowers are required to make 14 monthly payments of principal and interest. Based upon these payment terms, as of July 3, 2021, the Company recognized $ 9,395 of the PPP Loans as a short-term obligation and $ 0 as non-current. The May 20 Notes may be prepaid at any time prior to maturity. The May 20 Notes provide for customary events of default, including, among others, those relating to breaches of obligations under the May 20 Notes, including a failure to make payments, any bankruptcy or similar proceedings involving the Borrowers, and certain material effects on the Borrowers’ ability to repay the May 20 Notes. The May 20 Note Borrowers did not provide any collateral or guarantees for the May 20 Notes. The application for these funds required the Company to certify in good faith that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. This certification further required the Company to take into account our current business activity and our ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. The Company made this good faith assertion based upon the adverse impact the COVID-19 pandemic had on our business and the degree of uncertainty introduced to the capital markets. While the Company has made this assertion in good faith based upon all available guidance, management will continue to assess their continued qualification if and when updated guidance is released by the Treasury Department. STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) On July 14, 2021, the Company was notified by its lender, Affinity Bank, that the May 20 Notes for the Company’s subsidiaries KRI, LH and SG, in the amounts of $ 5,443 , $ 1,890 and $ 2,063 , respectively, in principal and $ 63 , $ 22 and $ 24 , respectively, in interest, were forgiven in their entirety by the SBA. Effective March 27, 2020, the Company is deferring Federal Insurance Contributions Act taxes under the CARES Act section 2302. Payment of these tax deferrals of $ 2,473 and $ 2,473 are delayed to December 31, 2021 and December 31, 2022, respectively and are recorded as other current liabilities and other long-term liabilities, respectively.
Goodwill	Goodwill Goodwill relates to amounts that arose in connection with various acquisitions and represents the difference between the purchase price and the fair value of the identifiable intangible and tangible net assets when accounted for using the purchase method of accounting. Goodwill is not amortized, but it is subject to periodic review for impairment. Events that would indicate impairment and trigger an interim impairment assessment include, but are not limited to, current economic and market conditions, a decline in the equity value of the business, a significant adverse change in certain agreements that would materially affect reported operating results, business climate or operational performance of the business and an adverse action or assessment by a regulator. In accordance with ASU No. 2011-08, Intangibles-Goodwill and Other (Topic 350) Testing Goodwill for Impairment, or ASU 2011-08, the Company is required to review goodwill by reporting unit for impairment at least annually or more often if there are indicators of impairment present. During the year ended January 2, 2021 the Company changed its annual measurement date from the first day of the fiscal fourth quarter to the last day of the fiscal year end. A reporting unit is either the equivalent of, or one level below, an operating segment. The Company early adopted the provisions in ASU 2017-04, which eliminates the second step of the goodwill impairment test. As a result, the Company’s goodwill impairment tests include only one step, which is a comparison of the carrying value of each reporting unit to its fair value, and any excess carrying value, up to the amount of goodwill allocated to that reporting unit, is impaired. The carrying value of each reporting unit is based on the assignment of the appropriate assets and liabilities to each reporting unit. Assets and liabilities were assigned to each reporting unit if the assets or liabilities are employed in the operations of the reporting unit and the asset and liability is considered in the determination of the reporting unit fair value. The Company recognized an impairment with respect to its first 2,969 STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) No If the assumptions utilized by management are not achieved and declines to operations are greater than anticipated, while failing to achieve growth in future periods as a result of the prolonged impact of COVID-19 pandemic, an impairment to goodwill could be recorded and such amount could be material to the financial statements. A reduction in the projected long-term operating performance of the reporting units, market declines, changes in discount rates or other conditions could result in a material impairment in the future.
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with ASC 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered. The Company has two main forms of revenue – temporary contractor revenue and permanent placement revenue. Temporary contractor revenue is accounted for as a single performance obligation satisfied over time because the customer simultaneously receives and consumes the benefits of the Company’s performance on an hourly basis. The contracts stipulate weekly billing and the Company has elected the “as invoiced” practical expedient to recognize revenue based on the hours incurred at the contractual rate as we have the right to payment in an amount that corresponds directly with the value of performance completed to date. Permanent placement revenue is recognized on the date the candidate’s full-time employment with the customer has commenced. The customer is invoiced on the start date, and the contract stipulates payment due under varying terms, typically 30 days. The contract with the customer stipulates a guarantee period whereby the customer may be refunded if the employee is terminated within a short period of time, however this has historically been infrequent, and immaterial upon occurrence. As such, the Company’s performance obligations are satisfied upon commencement of the employment, at which point control has transferred to the customer. Revenue in Q2 2021 YTD was comprised of $ 97,106 of temporary contractor revenue and $ 2,375 of permanent placement revenue, compared with $ 97,974 and $ 4,079 in Q2 2020 YTD, respectively. Refer to Note 10 for further details on breakdown by segments.
Reclassifications	Reclassifications We may make certain reclassifications to prior period amounts to conform with the current year’s presentation. These reclassifications did not have a material effect on our condensed consolidated statement of financial position, results of operations or cash flows.
Income Taxes	Income Taxes The Company’s provision for income taxes is based upon an estimated annual tax rate for the year applied to federal, state and foreign income. On a quarterly basis, the annual effective tax rate is adjusted, as appropriate, based upon changed facts and circumstances, if any, as compared with those forecasted at the beginning of the fiscal year and each interim period thereafter. The effective income tax rate was 0.86% , (1.26%) , 0.49% and 1.15 % for the period ending Q2 2021, Q2 2020, Q2 2021 YTD and Q2 2020 YTD, respectively. The Company’s effective tax rate differs from the U.S. federal statutory rate of 21 %, primarily due to changes in valuation allowances in the U.S., which eliminates the effective tax rate on current year losses, offset by current state taxes and changes to goodwill naked credit. STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED)
Foreign Currency	Foreign Currency The Company recorded a non-cash foreign currency remeasurement (loss) gain of $ (32) , $ (115) , $ 96 and ($790) in Q2 2021, Q2 2020, Q2 2021 YTD and Q2 2020 YTD, associated with its U.S dollar denominated intercompany note.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt and will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that is within the scope of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and treasury stock method will be no longer available. ASU 2020-06 is applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. On December 31, 2019, the FASB issued ASC 2019-12 “Income Taxes: Simplifying the Accounting for Income Taxes” (Topic 740). The amendments in this update simplify the accounting for income taxes by removing certain exceptions. For public business entities, the amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of the amendments is permitted, including adoption in any interim period for (1) public business entities for periods for which financial statements have not yet been issued and (2) all other entities for periods for which financial statements have not yet been made available for issuance. An entity that elects to early adopt the amendments in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. Additionally, an entity that elects early adoption must adopt all the amendments in the same period. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). This standard requires an impairment model, known as the current expected credit loss model (the “CECL model”), that is based on expected losses rather than incurred losses. Under the new guidance, each reporting entity should estimate an allowance for expected credit losses, which is intended to result in more timely recognition of losses. This model replaces multiple existing impairment models in current U.S. GAAP, which generally requires a loss to be incurred before it is recognized. The new standard applies to trade receivables arising from revenue transactions such as contract assets and accounts receivable. Under ASC 606, revenue is recognized when, among other criteria, it is probable that an entity will collect the consideration it is entitled to when goods or services are transferred to a customer. When trade receivables are recorded, they become subject to the CECL model and estimates of expected credit losses on trade receivables over their contractual life will be required to be recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. This guidance is effective for smaller reporting companies for annual periods beginning after December 15, 2022, including the interim periods in the year. Early adoption is permitted. The Company will adopt the guidance when it becomes effective.

INCOME (LOSS) PER COMMON SHARE

INCOME (LOSS) PER COMMON SHARE (Tables)	6 Months Ended
	Jul. 03, 2021
Earnings Per Share [Abstract]
Components used for Computation of Basic and Diluted Income Per Share	The following table sets forth the components used in the computation of basic and diluted income per share: Components used for Computation of Basic and Diluted Income Per Share Q2 2021 Q2 2020 Q2 2021 YTD Q2 2020 YTD Numerator: Net Income (Loss) $ 7,848 $ (3,763 ) $ 6,160 $ (10,760 ) Less: Dividends paid to Series A preferred shareholders - (31 ) - (62 ) Less: Dividends paid to Series E, E-1, G, G-1 preferred shareholders (323 ) (1,353 ) (712 ) (1,925 ) Less: Deemed dividend (1,409 ) - (1,798 ) - Less: Net income allocated to participating equity (1,261 ) - (236 ) - Net income (loss) available to common shareholders for basic earnings per share 4,855 (5,147 ) 3,414 (12,747 ) Effect of dilutive securities: Add: Dividends paid to Series E, E-1, G, G-1 preferred shareholders 323 712 Net income (loss) available to common and preferred shareholders for diluted earnings per share $ 5,178 $ 4,126 Denominator: Weighted average basic common shares outstanding 6,440,917 1,448,211 5,644,044 1,443,702 Weighted average additional common shares outstanding if preferred shares converted to common shares (if dilutive) 1,298,381 — 1,429,526 — Total weighted average common shares outstanding if preferred shares converted to common shares 7,739,298 1,448,211 7,073,570 1,443,702 Effect of dilutive securities: Restricted shares 35,195 35,195 Weighted average diluted shares outstanding 7,774,493 7,108,765 Income per common share: Basic $ 0.75 $ (3.55 ) $ 0.60 $ (8.83 ) Diluted $ 0.67 $ (3.55 ) $ 0.58 $ (8.83 ) STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED)

GOODWILL (Tables)

GOODWILL (Tables)	6 Months Ended
	Jul. 03, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF GOODWILL	The following table provides a roll forward of goodwill: SCHEDULE OF GOODWILL July 3, 2021 January 2, 2021 Beginning balance, net $ 27,045 $ 31,049 Accumulated impairment losses - (2,969 ) Disposition of business - (1,577 ) Currency translation 119 542 Ending balance, net $ 27,164 $ 27,045

DEBT (Tables)

DEBT (Tables)	6 Months Ended
	Jul. 03, 2021
Debt Disclosure [Abstract]
SCHEDULE OF DEBT	SCHEDULE OF DEBT July 3, 2021 January 2, 2021 Jackson Investment Group - related party $ 16,077 $ 33,880 PPP Loans 9,395 19,395 HSBC Term Loan 1,486 2,094 Total Debt, Gross 26,958 55,369 Less: Debt Discount and Deferred Financing Costs (412 ) (559 ) Total Debt, Net 26,546 54,810 Less: Non Current Portion (16,242 ) (39,943 ) Total Current Debt, Net $ 10,304 $ 14,867 Total Debt, Net 26,546 54,810

LEASES (Tables)

LEASES (Tables)	6 Months Ended
	Jul. 03, 2021
Leases
SCHEDULE OF QUANTITATIVE INFORMATION OF OPERATING LEASES	Quantitative information regarding the Company’s leases for the period ended July 3, 2021 is as follows: SCHEDULE OF QUANTITATIVE INFORMATION OF OPERATING LEASES Lease Cost Classification Q2 2021 YTD Operating lease cost SG&A Expenses 943
SCHEDULE OF OPERATING LEASE LIABILITY MATURITY	SCHEDULE OF OPERATING LEASE LIABILITY MATURITY Other information July 3, 2021 Weighted average remaining lease term (years) 4.5 Weighted average discount rate 6.3 % Future Lease Payments 2021 $ 707 2022 935 2023 544 2024 368 2025 327 Thereafter 842 Total $ 3,723 Less: Imputed Interest 504 Operating lease, liability 3,219 Leases - Current 1,219 Leases - Non Current 2,000

EQUITY (Tables)

EQUITY (Tables)	6 Months Ended
	Jul. 03, 2021
Equity [Abstract]
SCHEDULE OF COMMON STOCK ISSUANCE	The Company issued the following shares of common stock during the six-month period ended July 3, 2021: SCHEDULE OF COMMON STOCK ISSUANCE Shares issued to/for: Number of Common Fair Value Fair Value at Issuance Equity Raise 3,642,547 $ 19,670 $ 5.40 $ 5.40 Preferred Series A Conversion 4,504 - - - Employees 50,834 275 $ 5.40 $ 5.40 Board and Committee members 936 5 5.16 5.16 Long-term incentive plan 25,834 133 5.16 5.16 3,724,655 $ 20,083 The Company issued the following shares of common stock during the six-month period ended June 27, 2020: Shares issued to/for: Number of Common Shares Fair Value Fair Value at Issuance Jackson Investment Group 83,334 $ 4,914 $ 2.16 $ 5.52 Preferred Series A Conversion 2,703 9 - - Consultants 2,500 7.32 7.32 Board and Committee members 936 19 5.10 5.10 89,473 $ 4,942
SUMMARY OF RELATIONSHIP BETWEEN PERFORMANCE AND THE VESTING RATE	SUMMARY OF RELATIONSHIP BETWEEN PERFORMANCE AND THE VESTING RATE Average 2019 Price Vesting Rate <$ 48 per share 0 >$ 48 per share Pro-rated >=$ 72 per share Full Vesting

SEGMENTS (Tables)

SEGMENTS (Tables)	6 Months Ended
	Jul. 03, 2021
Segment Reporting [Abstract]
SCHEDULE OF REVENUE AND GROSS PROFIT BY SEGMENT	The Company generated revenue and gross profit by segment as follows: SCHEDULE OF REVENUE AND GROSS PROFIT BY SEGMENT Q2 2021 Q2 2020 Q2 2021 YTD Q2 2020 YTD Commercial Staffing - US $ 28,518 $ 22,540 $ 58,639 $ 51,284 Professional Staffing - US 3,908 5,929 7,679 14,590 Professional Staffing - UK 18,104 14,892 33,163 36,179 Total Revenue $ 50,530 $ 43,361 $ 99,481 $ 102,053 Commercial Staffing - US $ 5,297 $ 3,616 $ 10,135 $ 7,910 Professional Staffing - US 1,086 1,853 2,039 4,933 Professional Staffing - UK 2,636 2,085 4,860 5,359 Total Gross Profit $ 9,019 $ 7,554 $ 17,034 $ 18,202 Selling, general and administrative expenses $ (9,419 ) $ (8,257 ) $ (17,348 ) $ (19,218 ) Depreciation and amortization (703 ) (759 ) (1,434 ) (1,544 ) Impairment of goodwill — — — (2,969 ) Interest expense and amortization of debt discount and deferred financing costs (1,185 ) (2,114 ) (2,426 ) (4,531 ) Re-measurement (loss) gain on intercompany note (32 ) (115 ) 96 (790 ) PPP forgiveness gain 10,105 — 10,105 — Other (loss) income, net (4 ) (25 ) 103 (39 ) Income (Loss) Before Provision for Income Tax $ 7,781 $ (3,716 ) $ 6,130 $ (10,889 ) STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) The following table disaggregates revenues by segments: Q2 2021 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 102 $ 267 $ 972 $ 1,341 Temporary Revenue 28,416 3,641 17,132 49,189 Total $ 28,518 $ 3,908 $ 18,104 $ 50,530 Q2 2020 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 64 $ 631 $ 688 $ 1,383 Temporary Revenue 22,476 5,298 14,204 41,978 Total $ 22,540 $ 5,929 $ 14,892 $ 43,361 Q2 2021 YTD Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 143 $ 524 $ 1,708 $ 2,375 Temporary Revenue 58,496 7,155 31,455 97,106 Total $ 58,639 $ 7,679 $ 33,163 $ 99,481 Q2 2020 YTD Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 110 $ 2,075 $ 1,894 $ 4,079 Temporary Revenue 51,174 12,515 34,285 97,974 Total $ 51,284 $ 14,590 $ 36,179 $ 102,053 As of July 3, 2021 and January 2, 2021, the Company has assets in the U.S. and the U.K. as follows: July 3, 2021 January 2, 2021 2020 United States $ 66,094 $ 74,370 United Kingdom 11,556 12,514 Total Assets $ 77,650 $ 86,884

OTHER RELATED PARTY TRANSACTI_2

OTHER RELATED PARTY TRANSACTIONS (Tables)	6 Months Ended
	Jul. 03, 2021
Related Party Transactions [Abstract]
SCHEDULE OF OTHER RELATED PARTY TRANSACTIONS	SCHEDULE OF OTHER RELATED PARTY TRANSACTIONS Q2 2021 YTD Q2 2020 YTD Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Dimitri Villard $ 38 234 $ 1 $ 3 $ 38 234 $ 1 $ 11 Jeff Grout 38 234 1 3 38 234 1 11 Nick Florio 38 234 1 3 38 234 1 11 Alicia Barker — 234 1 3 — 234 1 3 $ 114 936 $ 4 $ 12 $ 114 936 $ 4 $ 36

SUPPLEMENTAL CASH FLOW INFORM_2

SUPPLEMENTAL CASH FLOW INFORMATION (Tables)	6 Months Ended
	Jul. 03, 2021
Supplemental Cash Flow Elements [Abstract]
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION	SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION Q2 2021 YTD Q2 2020 YTD Cash paid for: Interest $ 2,323 $ 2,629 Income taxes 278 — Non-Cash Investing and Financing Activities: Deferred purchase price of UK factoring facility $ 3,309 $ 4,296 Shares issued to Jackson Investment Group — 324 Dividends accrued to related parties 712 1,977 Deemed Dividend 1,798 — Conversion of Series E Preferred Stock – Related Party 6,172 — Conversion of Series E-1 Preferred Stock – Related Party 1,493 —

ORGANIZATION AND DESCRIPTION _2

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative)	6 Months Ended
	Jul. 03, 2021	Jun. 30, 2021
Accounting Policies [Abstract]
Stockholders' Equity, Reverse Stock Split	one-for-six reverse stock split	one-for-six reverse stock split

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands

Aug. 09, 2021

Jul. 22, 2021

Jul. 20, 2021

Jul. 14, 2021

May 25, 2021

Apr. 21, 2021

Feb. 12, 2021

Feb. 09, 2021

Feb. 05, 2021

Sep. 28, 2020

Sep. 24, 2020

Mar. 27, 2020

Jul. 03, 2021

Jul. 03, 2021

Jun. 27, 2020

Jul. 27, 2020

Jul. 03, 2021

Jun. 30, 2021

Jun. 27, 2020

Jan. 02, 2021

Apr. 03, 2021

Jan. 04, 2021

May 20, 2020

May 12, 2020

Dec. 28, 2019

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Retained Earnings (Accumulated Deficit)

$ 86,019

$ 86,019

$ 86,019

$ 92,179

[custom:WorkingCapitalDeficit-0]

20,509

20,509

20,509

Debt, Current

26,958

26,958

26,958

Cash and restricted cash

2,928

2,928

$ 13,831

2,928

$ 2,928

$ 13,831

$ 10,336

$ 1,196

Restricted cash

$ 2,080

Cash and Cash Equivalents, at Carrying Value

$ 848

$ 848

$ 848

Stock Issued During Period, Shares, New Issues

3,724,655

89,473

Proceeds from Issuance of Common Stock

$ 19,670

Debt Instrument, Periodic Payment, Principal

$ 10,000

Debt instrument, face amount

$ 9,395

Stockholders' Equity, Reverse Stock Split

one-for-six reverse stock split

one-for-six reverse stock split

Proceeds from Issuance of Debt

1,234

Common Stock, Par or Stated Value Per Share

$ 0.00001

$ 0.00001

$ 0.00001

$ 0.00001

Convertible Preferred Stock, Shares Issued upon Conversion

1,543

Impairments of goodwill

2,969

$ 2,969

Revenue from Contract with Customer, Excluding Assessed Tax

50,530

43,361

$ 99,481

$ 102,053

Effective Income Tax Rate Reconciliation, Percent

0.86%

(1.26%)

0.49%

1.15%

Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent

21.00%

Foreign Currency Transaction Gain (Loss), before Tax

(32)

$ (115)

$ 96

$ (790)

Payroll Protection Program [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Short term debt obligations

$ 9,395

$ 9,395

9,395

Temporary Contractor Revenue [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Revenue from Contract with Customer, Excluding Assessed Tax

97,106

97,974

Permanent Placement Revenue [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Revenue from Contract with Customer, Excluding Assessed Tax

$ 2,375

$ 4,079

Series E Preferred Stock [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Convertible Preferred Stock, Shares Issued upon Conversion

1,300

Convertible preferred stock value issued upon conversion

$ 1,300

Series E Preferred Stock [Member] | Subsequent Event [Member] | Second Amended and Restated 12% Senior Secured Note [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Convertible preferred stock value issued upon conversion

$ 2,080

Series E Convertible Preferred Stock [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Debt instrument, face amount

$ 13,556

Stock Redeemed or Called During Period, Shares

4,518

Preferred Stock, Shares Outstanding

0

0

0

Series F Preferred Stock [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Shares Issued, Price Per Share

$ 4.35

Jackson Note [Member] | Series E Preferred Stock [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Preferred Stock, Redemption Terms

the Company received the Limited Consent from Jackson, the sole holder of the Company’s outstanding shares of Series E Convertible Preferred Stock, to use approximately (i) 75% of the net proceeds from the February 2021 Offering to redeem a portion of the Jackson Note, which had an outstanding principal amount of $32,710 as of February 9, 2021, and (ii) 25% of the net proceeds from the February 2021 Offering to redeem a portion of the Company’s Series E Convertible Preferred Stock. Pursuant to the Limited Consent, upon closing of the February 2021 Offering, the Company redeemed a portion of the Jackson Note with an outstanding principal amount of $13,556 and redeemed 4,518 shares of the Series E Convertible Preferred Stock

First PRO Recruitment, LLC [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Proceeds from Divestiture of Businesses, Net of Cash Divested

$ 3,300

Business Combination, Consideration Transferred

1,220

Key Resources, Inc [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Debt instrument, face amount

5,443

Lighthouse Placement Services, LLC [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Debt instrument, face amount

1,890

Staffing 360 Georgia, LLC [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Debt instrument, face amount

2,063

Public Offering [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Stock Issued During Period, Shares, New Issues

3,642,547

Proceeds from Issuance of Common Stock

$ 18,100,000

$ 18,100

[custom:PlacementAgentFeesAndEstimatedOfferingExpenses]

1,596

Professional Fees

$ 227

Preferred Stock, Participation Rights

On February 5, 2021, the Company received a Limited Consent and Waiver from Jackson (the “Limited Consent”), the sole holder of the Company’s outstanding shares of Series E Convertible Preferred Stock, to use approximately (i) 75% of the net proceeds from the February 2021 Offering to redeem a portion of the Jackson Note, which had an outstanding principal amount of $

Shares Issued, Price Per Share

$ 5.40

Public Offering [Member] | Series E Preferred Stock [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Preferred Stock, Redemption Terms

Following the redemption of the Series E Convertible Preferred Stock, the Company has 6,172 shares of Series E Convertible Preferred Stock outstanding with an aggregate stated value of $6,172

Public Offering [Member] | Series E Convertible Preferred Stock [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Preferred Stock, Shares Outstanding

6,172

Preferred Stock, Value, Issued

$ 6,172

Public Offering [Member] | Jackson Note [Member] | Series E Preferred Stock [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Preferred Stock, Participation Rights

Prior to the February 2021 Offering, the Company entered the Limited Consent with Jackson, whereby, among other things, Jackson agreed that we may use 75% of the proceeds from the February 2021 Offering to redeem a portion of the Jackson Note, which at the time had an outstanding principal amount of $32,710, and 25% of the net proceeds from the Offering to redeem a portion of our Series E Convertible Preferred Stock, notwithstanding certain provisions of the Series E Certificate of Designation that would have required us to use all the proceeds from the Offering to redeem the Series E Convertible Preferred Stock.

Debt Instrument, Periodic Payment, Principal

$ 32,710

Preferred Stock, Redemption Terms

shares of the Series E Convertible Preferred Stock

Februrary 2021 Offering [Member] | Jackson Note [Member] | Series E Preferred Stock [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Preferred Stock, Redemption Terms

Pursuant to the Limited Consent, upon closing of the February 2021 Offering, the Company redeemed a portion of the Jackson Note with an outstanding principal amount of $

August Two Thousand And Twenty One Registered Direct Offering [Member] | Subsequent Event [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Share Price

$ 2.64

August Two Thousand And Twenty One Offerings [Member] | Subsequent Event [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

691,581

Proceeds from issuance of offerings

$ 3,281

August Two Thousand And Twenty One Warrants [Member] | Subsequent Event [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Warrants and Rights Outstanding, Term

5 years

Common Stock [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Stock Issued During Period, Shares, New Issues

3,642,547

83,334

Common Stock [Member] | Public Offering [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Stock Issued During Period, Shares, New Issues

3,475,200

Pre-funded Warrants [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 5.40

Pre-funded Warrants [Member] | Public Offering [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Stock Issued During Period, Shares, New Issues

167,347

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

167,347

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 0.0001

Shares Issued, Price Per Share

$ 5.40

August Two Thousand And Twenty One Warrants [Member] | Subsequent Event [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 2.58

Jackson Note [Member] | Subsequent Event [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Debt instrument, face amount

$ 16,731

Jackson Note [Member] | Public Offering [Member] | Series E Convertible Preferred Stock [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Debt instrument, face amount

$ 19,154

Jackson Note [Member] | August Two Thousand And Twenty One Offerings [Member] | Subsequent Event [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Proceeds from issuance of offerings

$ 3,281

Paycheck Protection Program Loan Cares Act [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Short-term Bank Loans and Notes Payable

9,395

Long-term Debt and Lease Obligation

$ 0

Paycheck Protection Program Loan Cares Act [Member] | First PRO Recruitment, LLC [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Restricted cash

$ 2,080

Separate Account, Liability

$ 2,080

May 12 Note [Member] | Monroe Staffing Services, LLC [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Percentage of interest accrued

1.00%

Debt instrument, face amount

$ 10,000

May 12 Note [Member] | Affinity Bank [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Debt instrument, face amount

$ 10,000

Interst expense

$ 105

Paycheck Protection Program Loan Cares Act Deferral One [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Payment of tax deferrals

$ 2,473

Paycheck Protection Program Loan Cares Act Deferral Two [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Payment of tax deferrals

$ 2,473

Securities Purchase Agreement [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Debt instrument, face amount

$ 33,878

Securities Purchase Agreement [Member] | Series E Preferred Stock [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Debt instrument, face amount

$ 390

Preferred Stock, Shares Outstanding

10,690

Securities Purchase Agreement [Member] | Series F Convertible Preferred Stock [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Stock Issued During Period, Shares, New Issues

4,698

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

1,304,901

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 3.60

Shares Issued, Price Per Share

$ 1,000

Securities Purchase Agreement [Member] | Senior Notes [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Percentage of interest accrued

12.00%

Debt Conversion, Original Debt, Due Date of Debt

Sep. 30, 2022

Securities Purchase Agreement [Member] | Jackson Note [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Debt instrument, face amount

$ 32,710

April 2021 Securities Purchase Agreement [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Proceeds from Issuance of Private Placement

$ 4,200

April 2021 Securities Purchase Agreement [Member] | Second Amended and Restated 12% Senior Secured Note [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Proceeds from Issuance of Debt

3,200

Debt Instrument, Periodic Payment

19,154

Proceeds from working capital

$ 1,000

April 2021 Securities Purchase Agreement [Member] | Certain Institutional and Accredited Investors [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

1,304,901

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 3.60

Warrants and Rights Outstanding, Term

5 years

April 2021 Securities Purchase Agreement [Member] | Series F Convertible Preferred Stock [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Stockholders' Equity, Reverse Stock Split

effect a reverse split within a range of 2-into-1 to up to 20-into-1

April 2021 Securities Purchase Agreement [Member] | Series F Convertible Preferred Stock [Member] | Certain Institutional and Accredited Investors [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Sale of Stock, Price Per Share

$ 1,000

April 2021 Securities Purchase Agreement [Member] | Series F Convertible Preferred Stock [Member] | Certain Institutional and Accredited Investors [Member] | Subsequent Event [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Sale of Stock, Price Per Share

$ 3.45

April 2021 Securities Purchase Agreement [Member] | Series F Preferred Stock [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Stock Issued During Period, Shares, Conversion of Convertible Securities

1,304,901

Preferred Stock, Convertible, Conversion Price

$ 3.60

Stockholders' Equity, Reverse Stock Split

effect a reverse split within a range of 1-into-2 to up to 1-into-20

April 2021 Securities Purchase Agreement [Member] | Private Placement [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Proceeds from Issuance of Private Placement

$ 4,200,000

Proceeds from Issuance of Debt

3,200,000

Debt Instrument, Periodic Payment

19,154

Proceeds from working capital

$ 1,000

July 2021 Securities Purchase Agreement [Member] | Subsequent Event [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Proceeds from Issuance of Private Placement

$ 6,760,000

July 2021 Securities Purchase Agreement [Member] | Subsequent Event [Member] | Second Amended and Restated 12% Senior Secured Note [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Proceeds from Issuance of Debt

5,000,000

Debt Instrument, Periodic Payment

21,700,000

Proceeds from working capital

$ 1,700,000

July 2021 Securities Purchase Agreement [Member] | Certain Institutional and Accredited Investors [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Warrants and Rights Outstanding, Term

5 years

July 2021 Securities Purchase Agreement [Member] | Certain Institutional and Accredited Investors [Member] | Subsequent Event [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

1,099,566

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 3.80

Sale of Stock, Number of Shares Issued in Transaction

2,199,132

Common Stock, Par or Stated Value Per Share

$ 0.00001

August Two Thousand And Twenty One Purchase Agreement [Member] | Investors [Member] | Subsequent Event [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Stock Issued During Period, Shares, New Issues

1,383,162

Common Stock, Par or Stated Value Per Share

$ 0.00001

Key Resources, Inc [Member] | May 12 Note [Member] | Affinity Bank [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Debt instrument, face amount

$ 5,443

Interst expense

63

Lighthouse Placement Services, LLC [Member] | May 12 Note [Member] | Affinity Bank [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Debt instrument, face amount

1,890

Interst expense

22

Staffing 360 Georgia LLC [Member] | May 12 Note [Member] | Affinity Bank [Member]

New Accounting Pronouncements or Change in Accounting Principle [Line Items]

Debt instrument, face amount

2,063

Interst expense

$ 24

Components used for Computation

Components used for Computation of Basic and Diluted Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 03, 2021	Jun. 27, 2020	Jul. 03, 2021	Jun. 27, 2020
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net Income (Loss)	$ 7,848	$ (3,763)	$ 6,160	$ (10,760)
Less: Dividends paid to Series E, E-1, G, G-1 preferred shareholders	(323)	(1,353)	(712)	(1,925)
Less: Deemed dividend	(1,409)		(1,798)
Less: Net income allocated to participating equity	(1,261)		(236)
Net income (loss) available to common shareholders for basic earnings per share	4,855	$ (5,147)	3,414	$ (12,747)
Add: Dividends paid to Series E, E-1, G, G-1 preferred shareholders	323		712
Net income (loss) available to common and preferred shareholders for diluted earnings per share	$ 5,178		$ 4,126
Weighted average basic common shares outstanding	6,440,917	1,448,211	5,644,044	1,443,702
Weighted average additional common shares outstanding if preferred shares converted to common shares (if dilutive)	1,298,381,000		1,429,526,000
Total weighted average common shares outstanding if preferred shares converted to common shares	7,739,298	1,448,211	7,073,570	1,443,702
Restricted shares	35,195,000		35,195,000
Weighted average diluted shares outstanding	7,774,493,000		7,108,765,000
Basic	$ 0.75	$ (3.55)	$ 0.60	$ (8.83)
Diluted	$ 0.67	$ (3.55)	$ 0.58	$ (8.83)
Series A Preferred Stock [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Less: Dividends paid to Series A preferred shareholders		$ (31)		$ (62)

INCOME (LOSS) PER COMMON SHAR_2

INCOME (LOSS) PER COMMON SHARE (Details Narrative)	6 Months Ended
	Jul. 03, 2021	Jun. 30, 2021
Earnings Per Share [Abstract]
Reverse stock split, description	one-for-six reverse stock split	one-for-six reverse stock split

ACCOUNTS RECEIVABLE BASED FIN_2

ACCOUNTS RECEIVABLE BASED FINANCING FACILITIES (Details Narrative) £ in Thousands, $ in Thousands	Jun. 28, 2018GBP (£)	Feb. 08, 2018GBP (£)	Sep. 15, 2017USD ($)	Jul. 31, 2019GBP (£)	Jul. 03, 2021USD ($)	Jan. 02, 2021USD ($)
Entity Listings [Line Items]
Long-term Line of Credit | $			$ 25,000		$ 8,960	$ 14,842
Additional lending facility | $			$ 25,000
HSBC Invoice Finance (UK) Ltd [Member] | New Facility [Member]
Entity Listings [Line Items]
Borrowing fund, description		The terms of the arrangement provide for HSBC to fund
Percentage of cash received equal to eligible receivables		90.00%
Line of Credit Facility, Commitment Fee Percentage		1.80%
HSBC Invoice Finance (UK) Ltd [Member] | New Facility [Member] | GBP [Member]
Entity Listings [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity		£ 11,500
Unbilled receivables	£ 1,500	1,000
Line of Credit Facility, Increase (Decrease), Net	£ 20,000	£ 11,500		£ 22,500
Midcap Financial Trust [Member]
Entity Listings [Line Items]
Line of Credit Facility, Expiration Date			Apr. 8, 2019

SCHEDULE OF GOODWILL (Details)

SCHEDULE OF GOODWILL (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended			12 Months Ended
	Jul. 03, 2021	Jun. 27, 2020	Jul. 03, 2021	Jun. 30, 2021	Jun. 27, 2020	Jan. 02, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Beginning balance, net			$ 27,045		$ 31,049	$ 31,049
Accumulated impairment losses					$ (2,969)	(2,969)
Disposition of business						(1,577)
Currency translation			119			542
Ending balance, net	$ 27,164		$ 27,164			$ 27,045

GOODWILL (Details Narrative)

GOODWILL (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended			12 Months Ended
	Jul. 03, 2021	Jun. 27, 2020	Jul. 03, 2021	Jun. 30, 2021	Jun. 27, 2020	Jan. 02, 2021
Goodwill [Line Items]
Impairment of goodwill					$ 2,969	$ 2,969
FirstPro Reporting Unit [Member]
Goodwill [Line Items]
Impairment of goodwill			$ 2,969

SCHEDULE OF DEBT (Details)

SCHEDULE OF DEBT (Details) - USD ($) $ in Thousands	Jul. 03, 2021	Jan. 02, 2021
Short-term Debt [Line Items]
Total Debt, Gross	$ 26,958	$ 55,369
Less: Debt Discount and Deferred Financing Costs	(412)	(559)
Total Debt, Net	26,546	54,810
Less: Non Current Portion	(16,242)	(39,943)
Total Current Debt, Net	10,304	14,867
Jackson Investment Group Related Party [Member]
Short-term Debt [Line Items]
Total Debt, Gross	16,077	33,880
Paycheck Protection Program Loans [Member]
Short-term Debt [Line Items]
Total Debt, Gross	9,395	19,395
HSBC Term Loan [Member]
Short-term Debt [Line Items]
Total Debt, Gross	$ 1,486	$ 2,094

DEBT (Details Narrative)

DEBT (Details Narrative) $ / shares in Units, £ in Thousands

Jul. 14, 2021USD ($)

May 25, 2021USD ($)

May 06, 2021shares

Apr. 21, 2021USD ($)

Feb. 05, 2021USD ($)

Jan. 04, 2021USD ($)shares

Oct. 31, 2020USD ($)$ / shares

Oct. 26, 2020USD ($)$ / sharesshares

Oct. 23, 2020$ / shares

May 15, 2020GBP (£)

Nov. 15, 2018USD ($)$ / sharesshares

Jul. 03, 2021USD ($)$ / sharesshares

Jun. 27, 2020USD ($)

Jul. 03, 2021USD ($)$ / sharesshares

Jun. 27, 2020USD ($)shares

Aug. 09, 2021USD ($)

Jul. 22, 2021USD ($)

Jul. 21, 2021USD ($)

Jan. 02, 2021USD ($)$ / shares

May 20, 2020USD ($)

May 12, 2020USD ($)

Debt Instrument [Line Items]

Debt instrument, face amount

$ 9,395,000

Proceeds from Issuance of Debt

$ 1,234,000

Debt Instrument, Periodic Payment, Principal

10,000,000

Debt Instrument, Periodic Payment, Interest

105,000

Stock Issued During Period, Value, New Issues

$ 17,847,000

$ 324,000

Stock Issued During Period, Shares, New Issues | shares

3,724,655

89,473

Preferred Stock, Par or Stated Value Per Share | $ / shares

$ 0.00001

$ 0.00001

$ 0.00001

Deemed dividend

$ 1,409,000

$ 1,798,000

Additional paid-in capital

86,465,000

86,465,000

$ 73,855,000

[custom:DeemedDividends]

389,000

HSBC Bank [Member]

Debt Instrument [Line Items]

Debt instrument, face amount | £

£ 1,000

Debt instrument term

three-year term loan

Series E Preferred Stock [Member]

Debt Instrument [Line Items]

Preferred Stock, Dividend Preference or Restrictions

If the PIK Dividend Payment is elected, a holder of Series E Preferred Stock is entitled to additional fee to be paid in shares of the Company’s common stock an amount equal to $10 divided by the average closing price, as reported by Nasdaq of such shares of common stock over the 5 trading days prior to the applicable monthly interest payment date.

Preferred Stock, Liquidation Preference Per Share | $ / shares

$ 1,000

$ 6

Preferred Stock, Redemption Amount

$ 4,100,000

4,100,000

$ 2,100,000

Series E-1 Preferred Stock [Member]

Debt Instrument [Line Items]

Stock Issued During Period, Value, New Issues

Preferred Stock, Par or Stated Value Per Share | $ / shares

$ 6

Preferred Stock, Liquidation Preference Per Share | $ / shares

$ 6

Conversion price | $ / shares

$ 6

$ 6

Deemed dividend

Beneficial conversion feature

4,280,000

Additional paid-in capital

$ 0

$ 0

Series G Preferred Stock [Member]

Debt Instrument [Line Items]

Conversion of stock, shares issued | shares

6,172,000

Series G Preferred Stock [Member] | Subsequent Event [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 6,172,000

Preferred Stock, Redemption Amount

$ 2,080,000

Series E Convertible Preferred Stock [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 13,556,000

Preferred Stock, Shares Outstanding | shares

0

0

Series G-1 Preferred Stock [Member]

Debt Instrument [Line Items]

Stock Issued During Period, Value, New Issues

Deemed dividend

Conversion of stock, shares issued | shares

1,543,000

Series G-1 Preferred Stock [Member] | Subsequent Event [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 1,561,000

Jackson Note [Member]

Debt Instrument [Line Items]

Class of Warrant or Right, Outstanding | shares

150,918

Amended Note Purchase Agreement [Member] | Series E Preferred Stock [Member]

Debt Instrument [Line Items]

Dividends, Common Stock, Stock

$ 10,000,000

Amended Note Purchase Agreement [Member] | Series E-1 Preferred Stock [Member]

Debt Instrument [Line Items]

Debt instrument, payment terms

The shares of Series E Convertible Preferred Stock were also convertible into shares of common stock after October 31, 2022

On October 26, 2020, in connection with the entry into the Amended Note Purchase Agreement, the Company filed with the Secretary of State of the State of Delaware the second Certificate of Amendment (the “Amendment”) to the Series E Certificate of Designation. Under the amended terms, holders of Series E Preferred Stock were entitled to monthly cash dividends on Series E Preferred Stock at a per annum rate of 12%. At the Company’s option, up to 50% of the cash dividend on the Series E Convertible Preferred Stock could be paid in kind by adding such 50% portion to the outstanding liquidation value of the Series E Convertible Preferred Stock (the “PIK Dividend Payment”), commencing on October 26, 2020 and ending on October 25, 2020

Preferred Stock, Dividend Preference or Restrictions

If such average market price was less than $3.50, or was otherwise undeterminable because such shares were no longer publicly traded or the closing price was no longer reported by Nasdaq, then the average closing price for these purposes was to be deemed to be $

Preferred Stock, Liquidation Preference Per Share | $ / shares

$ 1,000

Deemed dividend

$ 410,000

Amended Note Purchase Agreement [Member] | Minimum [Member] | Series E-1 Preferred Stock [Member]

Debt Instrument [Line Items]

Conversion price | $ / shares

$ 10.68

Amended Note Purchase Agreement [Member] | Maximum [Member] | Series E-1 Preferred Stock [Member]

Debt Instrument [Line Items]

Conversion price | $ / shares

$ 9.96

Securities Purchase Agreement [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 33,878,000

Proceeds from Debt, Net of Issuance Costs

1,558,000

Stock Repurchased During Period, Value

1,168,000

Securities Purchase Agreement [Member] | Series E Preferred Stock [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 390,000

Stock Repurchased During Period, Shares | shares

390

Preferred Stock, Shares Outstanding | shares

10,690

Preferred stock stated value

$ 10,690,000

April 2021 Securities Purchase Agreement [Member]

Debt Instrument [Line Items]

Proceeds from Issuance of Private Placement

$ 4,200,000

Debt Exchange Agreement [Member]

Debt Instrument [Line Items]

Preferred Stock, Par or Stated Value Per Share | $ / shares

$ 0.00001

Debt Exchange Agreement [Member] | Series E Preferred Stock [Member]

Debt Instrument [Line Items]

Stock Issued During Period, Value, New Issues

$ 13,000,000

Stock Issued During Period, Shares, New Issues | shares

13,000

Preferred Stock, Par or Stated Value Per Share | $ / shares

$ 1,000

Stock Issued During Period, Shares, Conversion of Convertible Securities | shares

561

Conversion of Stock, Description

each share of Series E-1 Convertible Preferred Stock was initially convertible into 101 shares of the Company’s common stock

Jackson Investment Group LLC Term Loan Note Two [Member]

Debt Instrument [Line Items]

Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares

$ 3

$ 3

Jackson Investment Group LLC Term Loan Note Two [Member] | Amended and Restated Warrant Agreement [Member]

Debt Instrument [Line Items]

Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares

21

21

Jackson Investment Group LLC Term Loan Note Two [Member] | Amended and Restated Warrant Agreement [Member] | Debt Exchange Agreement [Member]

Debt Instrument [Line Items]

Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares

$ 3

$ 3

Debt instrument, payment terms

For the period of November 2020 through and including March 2021, each monthly interest amount due and payable was reduced by $166, and for the period commencing April 2021 through and including September 2021, each monthly interest amount due and payable shall be increased by $166

Prepayment cost

$ 3,029,000

Jackson Note [Member] | Subsequent Event [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 16,731,000

Jackson Note [Member] | Securities Purchase Agreement [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 32,710,000

Second Amended and Restated 12% Senior Secured Note [Member] | April 2021 Securities Purchase Agreement [Member]

Debt Instrument [Line Items]

Proceeds from Issuance of Debt

3,200,000

Debt Instrument, Periodic Payment

$ 19,154,000

May 12 Note [Member] | Affinity Bank [Member]

Debt Instrument [Line Items]

Debt Instrument, Periodic Payment, Principal

$ 10,000,000

Debt Instrument, Periodic Payment, Interest

$ 105,000

May 12 Note [Member] | Monroe Staffing Services, LLC [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 10,000,000

Debt Instrument, Interest Rate, Stated Percentage

1.00%

Debt instrument, maturity date, description

The May 12 Note matures two years following the date of issuance of the May 12 Note and included a period for the first ten months during which time required payments of interest and principal are deferred

Debt instrument, frequency of periodic payment

14 monthly

May 20 Note [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 9,395,000

Debt Instrument, Interest Rate, Stated Percentage

1.00%

Debt instrument, maturity date, description

Each of the May 20 Notes matures two years following the date of issuance of the May 20 Notes and included a period for the first ten months during which time required payments of interest and principal were deferred

Debt instrument, frequency of periodic payment

14 monthly

Short-term Bank Loans and Notes Payable

$ 9,395,000

$ 9,395,000

Long-term Debt and Lease Obligation

$ 0

$ 0

Jackson Investment Group LLC Term Loan Note Three [Member]

Debt Instrument [Line Items]

Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares

$ 3.50

$ 3.50

Jackson Investment Group LLC Term Loan Note Three [Member] | Amended and Restated Warrant Agreement [Member]

Debt Instrument [Line Items]

Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares

21

21

Jackson Investment Group LLC Term Loan Note Three [Member] | Amended and Restated Warrant Agreement [Member] | Debt Exchange Agreement [Member]

Debt Instrument [Line Items]

Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares

$ 21

$ 21

Jackson Investment Group, LLC [Member]

Debt Instrument [Line Items]

Stock Issued During Period, Shares, New Issues | shares

83,334

Jackson Investment Group, LLC [Member] | Amended Note Purchase Agreement [Member]

Debt Instrument [Line Items]

Amendment fee

$ 488,000

Jackson Investment Group, LLC [Member] | Exchange Agreement [Member] | Series G Preferred Stock [Member]

Debt Instrument [Line Items]

Preferred stock description

Each share of Series G Preferred Stock is initially convertible into 1,000 shares of common stock at any time from and after, (i) with respect to the Series G Convertible Preferred Stock, the earlier of October 31, 2022 or the occurrence of a default and, (ii) with respect to the Series G-l Convertible Preferred Stock, October 31, 2020. A holder of Series G Preferred Stock is not required to pay any additional consideration in exchange for conversion of the Series G Preferred Stock into the Company’s common stock

Jackson Investment Group, LLC [Member] | Exchange Agreement [Member] | Series E Convertible Preferred Stock [Member]

Debt Instrument [Line Items]

Stock Issued During Period, Shares, New Issues | shares

6,172

Jackson Investment Group, LLC [Member] | Exchange Agreement [Member] | Series E-1 Convertible Preferred Stock [Member]

Debt Instrument [Line Items]

Stock Issued During Period, Shares, New Issues | shares

1,493

Jackson Investment Group, LLC [Member] | Exchange Agreement [Member] | Series G Convertible Preferred Stock [Member]

Debt Instrument [Line Items]

Preferred stock description

The Series G Convertible Preferred Stock carries monthly dividend rights of (a) cash dividends accruing (i) at an annual rate per share equal to 12% from the date of issuance (plus any accrued dividends with respect to the Series E Preferred Stock unpaid as of the date of the Exchange) and (ii) 17% after the occurrence of a default, and (b) a dividend payable in shares of Series G-1 Convertible Preferred Stock. The shares of Series G-1 Convertible Preferred Stock have all the same terms, preferences and characteristics as the Series G Convertible Preferred Stock (including, without limitation, the right to receive cash dividends), except Series G-1 Convertible Preferred Stock are mandatorily redeemable by the Company within thirty (30) days after written demand received from any holder at any time after the earlier of the occurrence of a Preferred Default or September 30, 2022, for a cash payment equal to the liquidation value plus any accrued and unpaid dividends thereon

Jackson Investment Group, LLC [Member] | Senior Secured 12% Promissory Note [Member]

Debt Instrument [Line Items]

Debt instrument, payment terms

expiration date of January 26, 2024 to January 26, 2026

Fair value adjustment of debt discount

$ 126,000

Jackson Investment Group, LLC [Member] | Senior Secured 12% Promissory Note [Member] | Minimum [Member]

Debt Instrument [Line Items]

Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares

$ 9.96

Jackson Investment Group, LLC [Member] | Senior Secured 12% Promissory Note [Member] | Maximum [Member]

Debt Instrument [Line Items]

Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares

$ 6

Jackson Investment Group, LLC [Member] | Senior Secured 12% Promissory Note [Member] | Amended Note Purchase Agreement [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 35,700,000

Debt Instrument, Maturity Date

Sep. 30, 2022

Amendment fee

$ 488,000

Debt instrument, payment terms

the Company is required to pay interest on the debt at a per annum rate of 12%. The interest is payable monthly in cash; provided that, the Company may elect to pay up to 50% of monthly interest in-kind (“PIK Interest”) by adding such PIK Interest to the outstanding principal balance of the Jackson Note. For any month that the Company elects to pay interest in-kind, the Company is required to pay Jackson a fee in shares of our common stock (“PIK Fee Shares”) in an amount equal to $25 divided by the average closing price, as reported by The Nasdaq Capital Market (“Nasdaq”), of such shares of common stock over the 5 trading days prior to the applicable monthly interest payment date

Jackson Investment Group, LLC [Member] | Senior Secured 12% Promissory Note [Member] | Amended Note Purchase Agreement [Member] | Minimum [Member]

Debt Instrument [Line Items]

Debt Instrument, Interest Rate, Stated Percentage

12.00%

12.00%

Jackson Investment Group, LLC [Member] | Senior Secured 12% Promissory Note [Member] | Amended Note Purchase Agreement [Member] | Maximum [Member]

Debt Instrument [Line Items]

Debt Instrument, Interest Rate, Stated Percentage

50.00%

50.00%

Jackson Note [Member] | Series E Preferred Stock [Member]

Debt Instrument [Line Items]

Preferred Stock, Redemption Terms

the Company received the Limited Consent from Jackson, the sole holder of the Company’s outstanding shares of Series E Convertible Preferred Stock, to use approximately (i) 75% of the net proceeds from the February 2021 Offering to redeem a portion of the Jackson Note, which had an outstanding principal amount of $32,710 as of February 9, 2021, and (ii) 25% of the net proceeds from the February 2021 Offering to redeem a portion of the Company’s Series E Convertible Preferred Stock. Pursuant to the Limited Consent, upon closing of the February 2021 Offering, the Company redeemed a portion of the Jackson Note with an outstanding principal amount of $13,556 and redeemed 4,518 shares of the Series E Convertible Preferred Stock

Key Resources, Inc [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 5,443,000

Key Resources, Inc [Member] | May 20 Note [Member] | Affinity Bank [Member]

Debt Instrument [Line Items]

Debt Instrument, Periodic Payment, Principal

$ 5,443,000

Debt Instrument, Periodic Payment, Interest

63,000

Lighthouse Placement Services, LLC [Member]

Debt Instrument [Line Items]

Debt instrument, face amount

$ 1,890,000

Lighthouse Placement Services, LLC [Member] | May 20 Note [Member] | Affinity Bank [Member]

Debt Instrument [Line Items]

Debt Instrument, Periodic Payment, Principal

1,890,000

Debt Instrument, Periodic Payment, Interest

22,000

Staffing 360 Georgia LLC [Member] | May 20 Note [Member] | Affinity Bank [Member]

Debt Instrument [Line Items]

Debt Instrument, Periodic Payment, Principal

2,063,000

Debt Instrument, Periodic Payment, Interest

$ 24,000

SCHEDULE OF QUANTITATIVE INFORM

SCHEDULE OF QUANTITATIVE INFORMATION OF OPERATING LEASES (Details) $ in Thousands	6 Months Ended
	Jul. 03, 2021USD ($)
Selling, General and Administrative Expenses [Member]
Operating lease cost	$ 943

SCHEDULE OF OPERATING LEASE LIA

SCHEDULE OF OPERATING LEASE LIABILITY MATURITY (Details) - USD ($) $ in Thousands	Jul. 03, 2021	Jan. 02, 2021
Leases
Weighted average remaining lease term (years)	4 years 6 months
Weighted average discount rate	6.30%
2021	$ 707
2022	935
2023	544
2024	368
2025	327
Thereafter	842
Total	3,723
Less: Imputed Interest	504
Operating lease, liability	3,219
Leases - Current	1,219	$ 1,211
Leases - Non Current	$ 2,000	$ 2,226

LEASES (Details Narrative)

LEASES (Details Narrative) - USD ($) $ in Thousands	Jul. 03, 2021	Jan. 02, 2021	Jun. 27, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating Lease, Right-of-Use Asset	$ 3,250	$ 3,433
Operating Lease, Liability	3,219
Accounting Standards Update 2018-11 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating Lease, Right-of-Use Asset	3,250		$ 4,173
Operating Lease, Liability	$ 3,219		$ 4,221

SCHEDULE OF COMMON STOCK ISSUAN

SCHEDULE OF COMMON STOCK ISSUANCE (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Jul. 03, 2021	Jun. 27, 2020
Subsidiary, Sale of Stock [Line Items]
Number of Common Shares Issued	3,724,655	89,473
Fair Value of Shares Issued	$ 20,083	$ 4,942
Jackson Investment Group, LLC [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Common Shares Issued		83,334
Fair Value of Shares Issued		$ 4,914
Long-term Incentive Plan [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Common Shares Issued	25,834
Fair Value of Shares Issued	$ 133
Employees [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Common Shares Issued	50,834
Fair Value of Shares Issued	$ 275
Board and Committee Members [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Common Shares Issued	936	936
Fair Value of Shares Issued	$ 5	$ 19
Consultants [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Common Shares Issued		2,500
Minimum [Member] | Jackson Investment Group, LLC [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)		$ 2.16
Minimum [Member] | Long-term Incentive Plan [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)	$ 5.16
Minimum [Member] | Employees [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)	5.40
Minimum [Member] | Board and Committee Members [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)	5.16	5.10
Minimum [Member] | Consultants [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)		7.32
Maximum [Member] | Jackson Investment Group, LLC [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)		5.52
Maximum [Member] | Long-term Incentive Plan [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)	5.16
Maximum [Member] | Employees [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)	5.40
Maximum [Member] | Board and Committee Members [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)	$ 5.16	5.10
Maximum [Member] | Consultants [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)		$ 7.32
Equity Raise [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Common Shares Issued	3,642,547
Fair Value of Shares Issued	$ 19,670
Equity Raise [Member] | Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)	$ 5.40
Equity Raise [Member] | Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)	$ 5.40
Preferred Series A Conversion [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Common Shares Issued	4,504	2,703
Fair Value of Shares Issued		$ 9
Preferred Series A Conversion [Member] | Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)
Preferred Series A Conversion [Member] | Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)

SUMMARY OF RELATIONSHIP BETWEEN

SUMMARY OF RELATIONSHIP BETWEEN PERFORMANCE AND THE VESTING RATE (Details) - 2019 Long Term Incentive Plan [Member] Pure in Thousands, $ / shares in Thousands	6 Months Ended
	Jul. 03, 2021$ / shares
Share-based Payment Arrangement, Tranche One [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Average share price	$ 48
Vesting rate	0.00%
Share-based Payment Arrangement, Tranche Two [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Average share price	$ 48
Vesting rate, Description	Pro-rated
Share-based Payment Arrangement, Tranche Three [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Average share price	$ 72
Vesting rate, Description	Full Vesting

EQUITY (Details Narrative)

EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands

May 06, 2021

Apr. 21, 2021

Feb. 12, 2021

Feb. 09, 2021

Feb. 05, 2021

Jan. 08, 2021

Oct. 23, 2020

Jun. 30, 2020

Jan. 21, 2020

Feb. 08, 2019

Jan. 22, 2019

Jun. 15, 2017

Jan. 31, 2019

Jul. 03, 2021

Jul. 03, 2021

Jun. 27, 2020

Jul. 03, 2021

Jun. 30, 2021

Jun. 27, 2020

Jan. 02, 2021

Oct. 31, 2020

May 29, 2015

Subsidiary, Sale of Stock [Line Items]

Sale of common stock, net, shares

3,724,655

89,473

Proceeds from issuance of common stock

$ 19,670

Stockholders' Equity, Reverse Stock Split

one-for-six reverse stock split

one-for-six reverse stock split

Proceeds from Issuance of Debt

1,234

Deemed dividend

$ 1,409

1,798

Share-based Payment Arrangement, Expense

$ 335

339

Preferred stock, shares authorized

20,000,000

20,000,000

20,000,000

20,000,000

Preferred stock, stated value per share

$ 0.00001

$ 0.00001

$ 0.00001

$ 0.00001

Share based expense

$ 0

71

$ 4

142

2019 Long Term Incentive Plan [Member]

Subsidiary, Sale of Stock [Line Items]

Sale of common stock, net, shares

25,834

Options granted during the period

60,834

Units vesting upon employees being in good standing, Percentages

50.00%

Units vesting upon average share price, Percentages

50.00%

Two Thousand Twenty Omnibus Incentive Plan [Member]

Subsidiary, Sale of Stock [Line Items]

Share-based compensation arrangement by share-based payment award, shares

125,000

Share-based compensation arrangement by share-based payment award, number of shares available for grant

5,168

5,168

5,168

Share-based compensation, purchase of options

119,832

Restricted Stock [Member] | 2015 and 2016 Omnibus Incentive Plan [Member]

Subsidiary, Sale of Stock [Line Items]

Share-based Payment Arrangement, Expense

$ 109

72

$ 318

166

Share-based Payment Arrangement, Option [Member]

Subsidiary, Sale of Stock [Line Items]

Share-based payment expense

$ 7

$ 6

$ 13

13

April 2021 Securities Purchase Agreement [Member]

Subsidiary, Sale of Stock [Line Items]

Proceeds from Issuance of Private Placement

$ 4,200

April 2021 Securities Purchase Agreement [Member] | Second Amended and Restated 12% Senior Secured Note [Member]

Subsidiary, Sale of Stock [Line Items]

Proceeds from Issuance of Debt

3,200

Debt Instrument, Periodic Payment

19,154

Proceeds from working capital

$ 1,000

Share-based compensation restricted period, description

three years

Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period

35,195

April 2021 Securities Purchase Agreement [Member] | Certain Institutional and Accredited Investors [Member]

Subsidiary, Sale of Stock [Line Items]

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 3.60

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

1,304,901

Series E Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Preferred stock, dividend rate, percentage

12.00%

Number of common stock issuable on conversion of preferred stock

561.8

561.8

561.8

Convertible preferred stock, term

Each share of Series E Preferred Stock was initially convertible into 561.8 shares of our common stock at any time after October 31, 2020 or the occurrence of a Preferred Default

Preferred stock, redemption price per share

$ 1,000

$ 1,000

$ 1,000

Gross proceeds from equity offering

$ 3,000

Preferred stock, cash dividend, percentage

50.00%

Preferred Stock, Dividend Preference or Restrictions

If the PIK Dividend Payment is elected, a holder of Series E Preferred Stock is entitled to additional fee to be paid in shares of the Company’s common stock an amount equal to $10 divided by the average closing price, as reported by Nasdaq of such shares of common stock over the 5 trading days prior to the applicable monthly interest payment date.

Preferred Stock, Liquidation Preference Per Share

$ 6

$ 1,000

Preferred Stock, Liquidation Preference, Value

$ 1,000

Series E Preferred Stock [Member] | Market Price [Member]

Subsidiary, Sale of Stock [Line Items]

Preferred Stock, Dividend Rate, Per-Dollar-Amount

$ 3

Series E Preferred Stock [Member] | Closing Price [Member]

Subsidiary, Sale of Stock [Line Items]

Preferred Stock, Dividend Rate, Per-Dollar-Amount

21

Series E Preferred Stock [Member] | Maximum [Member] | Market Price [Member]

Subsidiary, Sale of Stock [Line Items]

Preferred Stock, Dividend Rate, Per-Dollar-Amount

3

Series E Preferred Stock [Member] | Minimum [Member] | Closing Price [Member]

Subsidiary, Sale of Stock [Line Items]

Preferred Stock, Dividend Rate, Per-Dollar-Amount

21

Series F Convertible Preferred Stock [Member] | April 2021 Securities Purchase Agreement [Member]

Subsidiary, Sale of Stock [Line Items]

Stockholders' Equity, Reverse Stock Split

effect a reverse split within a range of 2-into-1 to up to 20-into-1

Series F Convertible Preferred Stock [Member] | April 2021 Securities Purchase Agreement [Member] | Certain Institutional and Accredited Investors [Member]

Subsidiary, Sale of Stock [Line Items]

Sale of Stock, Price Per Share

$ 1,000

Series F Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Stock issued price per share

$ 4.35

Deemed dividend

Series F Preferred Stock [Member] | April 2021 Securities Purchase Agreement [Member]

Subsidiary, Sale of Stock [Line Items]

Stock Issued During Period, Shares, Conversion of Convertible Securities

1,304,901

Preferred Stock, Convertible, Conversion Price

$ 3.60

Stockholders' Equity, Reverse Stock Split

effect a reverse split within a range of 1-into-2 to up to 1-into-20

Series F Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Preferred stock, shares authorized

4,698

4,698

4,698

4,698

Preferred stock, stated value per share

$ 0.00001

$ 0.00001

$ 0.00001

$ 0.00001

Preferred Stock, Shares Outstanding

4,698

4,698

4,698

0

Series F Preferred Stock [Member] | April 2021 Securities Purchase Agreement [Member]

Subsidiary, Sale of Stock [Line Items]

Deemed dividend

$ 1,409

Series E Convertible Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Number of common stock issuable on conversion of preferred stock

6,172

Preferred Stock, Shares Outstanding

0

0

0

Series E-1 Convertible Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Number of common stock issuable on conversion of preferred stock

1,493

Series G Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Conversion of stock, shares issued

6,172,000

Series G-1 Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Deemed dividend

Conversion of stock, shares issued

1,543,000

Series A Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Preferred stock, stated value per share

$ 0.00001

$ 0.00001

$ 0.00001

$ 0.00001

Dividends, Preferred Stock, Stock

$ 0

0

Number of common stock issuable on conversion of preferred stock

4,504

Dividends, Preferred Stock

$ 125

$ 62

Preferred Stock, Shares Outstanding

0

0

0

1,039,380

Series A Preferred Stock-Related Party [Member]

Subsidiary, Sale of Stock [Line Items]

Preferred stock, redemption terms

Shares of the Series A Preferred Stock are convertible into shares of common stock at the holder’s election at any time prior to December 31, 2020, at a conversion rate of one and three tenths (1.3) shares of common stock for every 50 shares of Series A Preferred Stock that the holder elects to convert

Preferred stock, stated value per share

$ 1

Preferred stock, dividend rate, percentage

12.00%

Series E-1 Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Deemed dividend

Preferred stock, stated value per share

$ 6

Preferred Stock, Liquidation Preference Per Share

$ 6

Preferred Stock, Liquidation Preference, Value

$ 1,000

Series E Oneonvertible Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Preferred Stock, Shares Outstanding

0

0

0

Jackson Note [Member] | Series E Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Preferred stock, redemption terms

the Company received the Limited Consent from Jackson, the sole holder of the Company’s outstanding shares of Series E Convertible Preferred Stock, to use approximately (i) 75% of the net proceeds from the February 2021 Offering to redeem a portion of the Jackson Note, which had an outstanding principal amount of $32,710 as of February 9, 2021, and (ii) 25% of the net proceeds from the February 2021 Offering to redeem a portion of the Company’s Series E Convertible Preferred Stock. Pursuant to the Limited Consent, upon closing of the February 2021 Offering, the Company redeemed a portion of the Jackson Note with an outstanding principal amount of $13,556 and redeemed 4,518 shares of the Series E Convertible Preferred Stock

Jackson Investment Group, LLC [Member]

Subsidiary, Sale of Stock [Line Items]

Sale of common stock, net, shares

83,334

Jackson Investment Group, LLC [Member] | Maximum [Member]

Subsidiary, Sale of Stock [Line Items]

Stock issued price per share

$ 5.52

$ 5.52

Jackson Investment Group, LLC [Member] | Minimum [Member]

Subsidiary, Sale of Stock [Line Items]

Stock issued price per share

$ 2.16

$ 2.16

Jackson Investment Group, LLC [Member] | Series E Convertible Preferred Stock [Member] | Exchange Agreement [Member]

Subsidiary, Sale of Stock [Line Items]

Sale of common stock, net, shares

6,172

Jackson Investment Group, LLC [Member] | Series E-1 Convertible Preferred Stock [Member] | Exchange Agreement [Member]

Subsidiary, Sale of Stock [Line Items]

Sale of common stock, net, shares

1,493

Jackson Investment Group, LLC [Member] | Series G Preferred Stock [Member] | Exchange Agreement [Member]

Subsidiary, Sale of Stock [Line Items]

Preferred stock description

Each share of Series G Preferred Stock is initially convertible into 1,000 shares of common stock at any time from and after, (i) with respect to the Series G Convertible Preferred Stock, the earlier of October 31, 2022 or the occurrence of a default and, (ii) with respect to the Series G-l Convertible Preferred Stock, October 31, 2020. A holder of Series G Preferred Stock is not required to pay any additional consideration in exchange for conversion of the Series G Preferred Stock into the Company’s common stock

Jackson Investment Group, LLC [Member] | Series G Convertible Preferred Stock [Member] | Exchange Agreement [Member]

Subsidiary, Sale of Stock [Line Items]

Preferred stock description

The Series G Convertible Preferred Stock carries monthly dividend rights of (a) cash dividends accruing (i) at an annual rate per share equal to 12% from the date of issuance (plus any accrued dividends with respect to the Series E Preferred Stock unpaid as of the date of the Exchange) and (ii) 17% after the occurrence of a default, and (b) a dividend payable in shares of Series G-1 Convertible Preferred Stock. The shares of Series G-1 Convertible Preferred Stock have all the same terms, preferences and characteristics as the Series G Convertible Preferred Stock (including, without limitation, the right to receive cash dividends), except Series G-1 Convertible Preferred Stock are mandatorily redeemable by the Company within thirty (30) days after written demand received from any holder at any time after the earlier of the occurrence of a Preferred Default or September 30, 2022, for a cash payment equal to the liquidation value plus any accrued and unpaid dividends thereon

Common Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Sale of common stock, net, shares

3,642,547

83,334

Deemed dividend

Pre-funded Warrants [Member]

Subsidiary, Sale of Stock [Line Items]

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 5.40

Series F Convertible Preferred Stock [Member] | April 2021 Securities Purchase Agreement [Member] | Certain Institutional and Accredited Investors [Member]

Subsidiary, Sale of Stock [Line Items]

Sale of Stock, Number of Shares Issued in Transaction

4,698

Designated Shares [Member] | Series A Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Preferred stock, shares authorized

1,663,008

Preferred stock, par value per share

$ 0.00001

Public Offering [Member]

Subsidiary, Sale of Stock [Line Items]

Sale of common stock, net, shares

3,642,547

Stock issued price per share

$ 5.40

Proceeds from issuance of common stock

$ 18,100,000

$ 18,100

Preferred Stock, Participation Rights

On February 5, 2021, the Company received a Limited Consent and Waiver from Jackson (the “Limited Consent”), the sole holder of the Company’s outstanding shares of Series E Convertible Preferred Stock, to use approximately (i) 75% of the net proceeds from the February 2021 Offering to redeem a portion of the Jackson Note, which had an outstanding principal amount of $

Public Offering [Member] | Series E Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Preferred stock, redemption terms

Following the redemption of the Series E Convertible Preferred Stock, the Company has 6,172 shares of Series E Convertible Preferred Stock outstanding with an aggregate stated value of $6,172

Public Offering [Member] | Series E Convertible Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Preferred Stock, Shares Outstanding

6,172

Public Offering [Member] | Jackson Note [Member] | Series E Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Stock Repurchased During Period, Shares

4,518

Preferred stock, redemption terms

shares of the Series E Convertible Preferred Stock

Preferred Stock, Participation Rights

Prior to the February 2021 Offering, the Company entered the Limited Consent with Jackson, whereby, among other things, Jackson agreed that we may use 75% of the proceeds from the February 2021 Offering to redeem a portion of the Jackson Note, which at the time had an outstanding principal amount of $32,710, and 25% of the net proceeds from the Offering to redeem a portion of our Series E Convertible Preferred Stock, notwithstanding certain provisions of the Series E Certificate of Designation that would have required us to use all the proceeds from the Offering to redeem the Series E Convertible Preferred Stock.

Public Offering [Member] | Common Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Sale of common stock, net, shares

3,475,200

Public Offering [Member] | Pre-funded Warrants [Member]

Subsidiary, Sale of Stock [Line Items]

Sale of common stock, net, shares

167,347

Stock issued price per share

$ 5.40

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 0.0001

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

167,347

Conversion of Series A [Member]

Subsidiary, Sale of Stock [Line Items]

Conversion of Stock, Shares Converted

2,703

Registered Direct Offering [Member] | Series E Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Proceeds from issuance of common stock

$ 775

Underwritten Public Offering [Member] | Common Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Sale of common stock, net, shares

2,425,000

Stock issued price per share

$ 9.90

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands	Feb. 26, 2020	Jul. 03, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Alleged damages	$ 6,000
New York Action [Member] | Pamela D. Whitaker [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Alleged damages		$ 4,054

SCHEDULE OF REVENUE AND GROSS P

SCHEDULE OF REVENUE AND GROSS PROFIT BY SEGMENT (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended			12 Months Ended
	Jul. 03, 2021	Jun. 27, 2020	Jul. 03, 2021	Jun. 30, 2021	Jun. 27, 2020	Jan. 02, 2021
Segment Reporting Information [Line Items]
Total Revenue	$ 50,530	$ 43,361	$ 99,481		$ 102,053
Total Gross Profit	9,019	7,554	17,034		18,202
Selling, general and administrative expenses	(9,419)	(8,257)	(17,348)		(19,218)
Depreciation and amortization	(703)	(759)	(1,434)		(1,544)
Impairment of goodwill					(2,969)	$ (2,969)
Interest expense and amortization of debt discount and deferred financing costs	(1,185)	(2,114)	(2,426)		(4,531)
Re-measurement gain (loss) on intercompany note	(32)	(115)	96		(790)
PPP forgiveness gain	10,105		10,105
Other (loss) income, net	(4)	(25)	103		(39)
Loss Before Provision for Income Tax	7,781	(3,716)	6,130		(10,889)
Total Assets	77,650		77,650			86,884
Permanent Placement Revenue [Member]
Segment Reporting Information [Line Items]
Total Revenue	1,341	1,383	2,375		4,079
Temporary Contractor Revenue [Member]
Segment Reporting Information [Line Items]
Total Revenue	49,189	41,978	97,106		97,974
UNITED STATES
Segment Reporting Information [Line Items]
Total Assets	66,094		66,094			74,370
UNITED KINGDOM
Segment Reporting Information [Line Items]
Total Assets	11,556		11,556			$ 12,514
Commercial Staffing - US [Member] | UNITED STATES
Segment Reporting Information [Line Items]
Total Revenue	28,518	22,540	58,639		51,284
Total Gross Profit	5,297	3,616	10,135		7,910
Commercial Staffing - US [Member] | UNITED STATES | Permanent Placement Revenue [Member]
Segment Reporting Information [Line Items]
Total Revenue	102	64	143		110
Commercial Staffing - US [Member] | UNITED STATES | Temporary Contractor Revenue [Member]
Segment Reporting Information [Line Items]
Total Revenue	28,416	22,476	58,496		51,174
Professional Staffing - US [Member] | UNITED STATES
Segment Reporting Information [Line Items]
Total Revenue	3,908	5,929	7,679		14,590
Total Gross Profit	1,086	1,853	2,039		4,933
Professional Staffing - US [Member] | UNITED STATES | Permanent Placement Revenue [Member]
Segment Reporting Information [Line Items]
Total Revenue	267	631	524		2,075
Professional Staffing - US [Member] | UNITED STATES | Temporary Contractor Revenue [Member]
Segment Reporting Information [Line Items]
Total Revenue	3,641	5,298	7,155		12,515
Professional Staffing - UK [Member] | UNITED KINGDOM
Segment Reporting Information [Line Items]
Total Revenue	18,104	14,892	33,163		36,179
Total Gross Profit	2,636	2,085	4,860		5,359
Professional Staffing - UK [Member] | UNITED KINGDOM | Permanent Placement Revenue [Member]
Segment Reporting Information [Line Items]
Total Revenue	972	688	1,708		1,894
Professional Staffing - UK [Member] | UNITED KINGDOM | Temporary Contractor Revenue [Member]
Segment Reporting Information [Line Items]
Total Revenue	$ 17,132	$ 14,204	$ 31,455		$ 34,285

SCHEDULE OF OTHER RELATED PARTY

SCHEDULE OF OTHER RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	6 Months Ended
	Jul. 03, 2021	Jun. 27, 2020
Related Party Transaction [Line Items]
Compensation Expense Recognized	$ 335	$ 339
Board and Committee [Member]
Related Party Transaction [Line Items]
Cash Compensation	$ 114	$ 114
Shares Issued	936	936
Value of Shares Issued	$ 4	$ 4
Compensation Expense Recognized	12	36
Dimitri Villard Corporate Governance And Nominating Committee Chairman [Member] | Board and Committee [Member]
Related Party Transaction [Line Items]
Cash Compensation	$ 38	$ 38
Shares Issued	234	234
Value of Shares Issued	$ 1	$ 1
Compensation Expense Recognized	3	11
Jeff Grout Compensation Committee Chairman [Member] | Board and Committee [Member]
Related Party Transaction [Line Items]
Cash Compensation	$ 38	$ 38
Shares Issued	234	234
Value of Shares Issued	$ 1	$ 1
Compensation Expense Recognized	3	11
Nick Florio Audit Committee Chairman [Member] | Board and Committee [Member]
Related Party Transaction [Line Items]
Cash Compensation	$ 38	$ 38
Shares Issued	234	234
Value of Shares Issued	$ 1	$ 1
Compensation Expense Recognized	3	11
Alicia Barker [Member] | Board and Committee [Member]
Related Party Transaction [Line Items]
Cash Compensation
Shares Issued	234	234
Value of Shares Issued	$ 1	$ 1
Compensation Expense Recognized	$ 3	$ 3

SCHEDULE OF SUPPLEMENTAL CASH F

SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 03, 2021	Jun. 27, 2020	Jul. 03, 2021	Jun. 27, 2020
Supplemental Cash Flow Elements [Abstract]
Interest			$ 2,323	$ 2,629
Income taxes			278
Deferred purchase price of UK factoring facility			3,309	4,296
Shares issued to Jackson Investment Group				324
Dividends accrued to related parties			712	1,977
Deemed Dividend	$ 1,409		1,798
Conversion of Series E Preferred Stock – Related Party			6,172
Conversion of Series E-1 Preferred Stock – Related Party			$ 1,493

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)

Jul. 21, 2022

Aug. 09, 2021

Jul. 22, 2021

Jul. 21, 2021

Jul. 20, 2021

Jul. 14, 2021

Dec. 21, 2020

Jul. 03, 2021

Jun. 27, 2020

Jan. 04, 2021

Jan. 02, 2021

May 20, 2020

Subsequent Event [Line Items]

Stock Issued During Period, Shares, New Issues

3,724,655

89,473

Long-term Debt, Gross

$ 26,958,000

$ 55,369,000

Accrued expense

$ 6,172

Accrued expense

$ 1,543

Conversion of Preferred Stock, into debt instrument

1,543

Principal amount

$ 9,395,000

Series G Preferred Stock [Member]

Subsequent Event [Line Items]

Preferred stock value

$ 6,172

Securities Purchase Agreement [Member]

Subsequent Event [Line Items]

Principal amount

$ 33,878,000

H.C. Wainwright and Co., LLC [Member] | Engagement Letter [Member]

Subsequent Event [Line Items]

Number of shares warrant purchase

164,935

Percentage of common stock exercisable

7.50%

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 4.31

Percentage of cash fee on gross proceeds

7.50%

Percentage of management fee on gross proceeds

1.00%

Non-accountable expense allowance

$ 85,000

Clearing expenses

$ 13,000

Warrant term

5 years

Percentage of exercise price of warrant on offering price per share

125.00%

Paycheck Protection Program Loans [Member]

Subsequent Event [Line Items]

Long-term Debt, Gross

$ 9,395,000

$ 19,395,000

Jackson Note [Member] | Securities Purchase Agreement [Member]

Subsequent Event [Line Items]

Principal amount

$ 32,710,000

Subsequent Event [Member]

Subsequent Event [Line Items]

Proceeds used to pay accrued and unpaid interest and outstanding principal balance of outstanding note

$ 5,000,000,000

Subsequent Event [Member] | Series G Preferred Stock [Member]

Subsequent Event [Line Items]

Conversion of preferred stock

6,172

Principal amount

$ 6,172,000

Subsequent Event [Member] | Series G 1 Preferred Stock [Member]

Subsequent Event [Line Items]

Conversion of preferred stock

1,561

Subsequent Event [Member] | Series G-1 Preferred Stock [Member]

Subsequent Event [Line Items]

Principal amount

$ 1,561,000

Subsequent Event [Member] | August Two Thousand Twenty One Purchase Agreement [Member] | Institutional Investors [Member]

Subsequent Event [Line Items]

Stock Issued During Period, Shares, New Issues

1,383,162

Shares Issued, Price Per Share

$ 2.64

Subsequent Event [Member] | August Two Thousand Twenty One Offerings [Member]

Subsequent Event [Line Items]

Met proceeds from offering

$ 3,281,000

Non-accountable expense allowance

50,000

Clearing expenses

$ 13,000

Sale of Stock, Number of Shares Issued in Transaction

691,581

Sale of Stock, Percentage of Ownership after Transaction

50.00%

Aggregate cash fee percentage

7.50%

Management fee percentage

1.00%

Subsequent Event [Member] | August Two Thousand Twenty One Warrants [Member]

Subsequent Event [Line Items]

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 2.58

Subsequent Event [Member] | August Two Thousand Twenty One Wainwright Warrants [Member]

Subsequent Event [Line Items]

Number of shares warrant purchase

103,737

Offering description

he August 2021 Registered Direct Offering (the “August 2021 Wainwright Warrants”). The August 2021 Wainwright Warrants have a term of five (5) years from the commencement of sales under the August 2021 Registered Direct Offering and an exercise price of $3.30 per share of common stock (equal to 125% of the offering price per share of common stock issued and sold in the August 2021 Registered Direct Offering).

Subsequent Event [Member] | Registered Direct Offering [Member]

Subsequent Event [Line Items]

Met proceeds from offering

$ 6,760

Subsequent Event [Member] | Institutional Investors [Member] | Registered Direct Offering [Member] | Securities Purchase Agreement [Member]

Subsequent Event [Line Items]

Stock Issued During Period, Shares, New Issues

2,199,132

Shares Issued, Price Per Share

$ 3.45

Number of shares warrant purchase

1,099,566

Percentage of common stock exercisable

50.00%

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 3.80

Subsequent Event [Member] | Paycheck Protection Program Loans [Member]

Subsequent Event [Line Items]

Principal amount forgiven

$ 19,395,000

Interest payable forgiven

214,000

Subsequent Event [Member] | 12% Senior Secured Note [Member]

Subsequent Event [Line Items]

Long-term Debt, Gross

$ 16,077,000

Subsequent Event [Member] | 12% Senior Secured Note [Member] | Forecast [Member]

Subsequent Event [Line Items]

Long-term Debt, Gross

$ 7,733,000

Debt Instrument, Interest Rate, Stated Percentage

12.00%

Default interest rate

17.00%

Debt Instrument, Maturity Date

Sep. 30, 2022

Subsequent Event [Member] | Jackson Note [Member]

Subsequent Event [Line Items]

Principal amount

$ 16,731,000

Subsequent Event [Member] | Jackson Note [Member] | August Two Thousand Twenty One Offerings [Member]

Subsequent Event [Line Items]

Principal amount

16,731,000

Net proceed to redeem amount

$ 3,281,000

Subsequent Event [Member] | Key Resources, Inc [Member] | Paycheck Protection Program Loans [Member] | Affinity Bank [Member]

Subsequent Event [Line Items]

Principal amount forgiven

5,443,000

Interest payable forgiven

63,000

Subsequent Event [Member] | Lighthouse Placement Services, LLC [Member] | Paycheck Protection Program Loans [Member] | Affinity Bank [Member]

Subsequent Event [Line Items]

Principal amount forgiven

1,890,000

Interest payable forgiven

22,000

Subsequent Event [Member] | Staffing 360 Georgia LLC [Member] | Paycheck Protection Program Loans [Member] | Affinity Bank [Member]

Subsequent Event [Line Items]

Principal amount forgiven

2,063,000

Interest payable forgiven

$ 24,000