SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
October 28, 2021
Date of Report (Date of earliest event reported)
STAFFING 360 SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
641 Lexington Avenue
New York, NY 10022
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
Item 1.01 Entry Into a Material Definitive Agreement.
On October 28, 2021, Staffing 360 Solutions, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional and accredited investors for the issuance and sale of 4,683,547 shares of common stock, par value $0.00001 per share (the “Common Shares”) or pre-funded warrants (“Pre-Funded Warrants”) to purchase shares of common stock, and warrants (the “Warrants”) to purchase up to 4,683,547 shares of common stock, with an exercise price of $1.85 per share. The Warrants are exercisable immediately upon issuance and have a term of exercise equal to five years from the date of issuance. The combined purchase price for one Common Share (or pre-funded warrant) and one associated warrant to purchase one share of common stock was $1.975.
Under a registration rights agreement (the “Registration Rights Agreement”) with the investors, the Company is required to file an initial registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of the Common Shares, and the shares of the Company’s common stock underlying the Pre-Funded Warrants and the Warrants no later than 15 days after October 28, 2021, and to use best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 45 days after October 28, 2021.
In connection with the private placement, each investor delivered a letter agreement in which the investor, severally and not jointly with any other investor, agreed to a) not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)) any Common Shares up to and including November 8, 2021, and b) vote all Common Shares over which the investor or its affiliates have voting control over in favor of i) amending the Company’s certificate of incorporation to increase the number of authorized shares of common stock, ii) amending the Company’s certificate of incorporation such that a separate class vote of the common stock is not required to increase the number of authorized shares of common stock and iii) approving any other proposal presented to the Company’s stockholders that is recommended by the Company’s board of directors.
The Company intends to use the net proceeds received from the private placement for repayment of debt and general working capital purposes.
H.C. Wainwright & Co., LLC (“Wainwright”) served as the Company’s exclusive placement agent in connection with the private placement, pursuant to that engagement letter, dated as of December 21, 2020, between the Company and Wainwright, as amended on February 8, 2021 and February 9, 2021 (collectively, the “Engagement Letter”). Pursuant to the Engagement Letter, the Company paid Wainwright (i) a total cash fee equal to 7.5% of the aggregate gross proceeds of the private placement, (ii) $50,000 for Wainwright’s legal expenses, (iii) a management fee of $92,500.05, and (iv) a non-accountable expense allowance of $35,000. In addition, the Company issued to Wainwright or its designees warrants (the “Placement Agent Warrants”) to purchase up to 351,266 shares of common stock at an exercise price equal to $2.4688. The Placement Agent Warrants are exercisable immediately upon issuance and have a term of exercise equal to five years from the date of issuance.
The Engagement Letter and the Purchase Agreement contain customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The foregoing descriptions of terms and conditions of the Purchase Agreement, the Pre-Funded Warrants, the Warrants, the Placement Agent Warrants, and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the full text of the form of the Purchase Agreement, the form of the Pre-Funded Warrant, the form of the Warrant, the form of the Placement Agent Warrant, and the form of the Registration Rights Agreement, which are attached hereto as Exhibits 10.1, 4.1, 4.2, 4.3 and 10.2, respectively.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form 8-K in relation to (i) the Common Shares, the Pre-Funded Warrants, the Warrants and the Placement Agent Warrants, (ii) the shares of our common stock issuable upon the exercise of the Pre-Funded Warrants, (iii) the shares of our common stock issuable upon the exercise of the Warrants, and (iv) the shares of our common stock issuable upon the exercise of the Placement Agent Warrants, is incorporated herein by reference. Neither the issuance of the Common Shares, the Pre-Funded Warrants, the Warrants, the Placement Agent Warrants or the shares of common stock issuable upon the exercise thereof, as applicable, were registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws. The issuance of the Common Shares, the Pre-Funded Warrants, the Warrants and the Placement Agent Warrants was, and the shares of common stock issuable upon the exercise thereof will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.
Item 8.01 Other Events.
On October 29, 2021, the Company issued a press release announcing the pricing of the private placement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
On November 3, 2021, the Company issued a press release announcing the closing of the private placement. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
|4.1||Form of Pre-Funded Warrant|
|4.2||Form of Warrant|
|4.3||Form of Placement Agent Warrant|
|10.1||Form of Securities Purchase Agreement|
|10.2||Form of Registration Rights Agreement|
|99.1||Press Release, dated October 29, 2021|
|99.2||Press Release, dated November 3, 2021|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: November 3, 2021||STAFFING 360 SOLUTIONS, INC.|
|By:||/s/ Brendan Flood|
|Chairman and Chief Executive Officer|