UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
April 19, 2022
Date of Report (Date of earliest event reported)
STAFFING 360 SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-37575 | | 68-0680859 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
757 Third Avenue
27th Floor
New York, NY 10017
(Address of principal executive offices)
(646) 507-5710
(Registrant’s telephone number, including area code)
641 Lexington Avenue
27th Floor
New York, NY 10022
(Former name or former address, if changed since last report.)
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)) |
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| | ☐ | 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 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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock | | STAF | | NASDAQ |
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously reported, on April 12, 2022, after a hearing before the Nasdaq Hearings Panel (the “Panel”) on March 31, 2022, for failure to comply with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2), Staffing 360 Solutions, Inc. (the “Company”) received a letter from the Listing Qualifications Department (the “Staff”) notifying the Company that the Panel determined to grant the Company’s request for continued listing on The Nasdaq Stock Market LLC (“Nasdaq”), subject to the following: (i) on or about May 2, 2022, the Company will advise the Panel of the status of the proxy statement it plans to file to obtain shareholder approval for a reverse stock split, (ii) on or about May 23, 2022, the Company will advise the Panel on the status of the shareholder meeting it plans to hold to obtain approval of the reverse stock split, (iii) on or about May 26, 2022, the Company will affect a reverse stock split and (iv) on or before about June 22, 2022, the Company shall demonstrate compliance with Nasdaq Listing Rule 5550(a)(2) by evidencing a closing bid price above $1.00 per share for the previous ten consecutive trading sessions.
On April 19, 2022, the Company received a letter from the Staff notifying the Company that as the Company has not yet filed its Form 10-K for the period ended January 1, 2022, which failure serves as an additional basis for delisting the Company’s securities from Nasdaq under Nasdaq Listing Rule 5810(c)(2)(A).
SIGNATURES
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: April 22, 2022 | STAFFING 360 SOLUTIONS, INC. |
| | | |
| | By: | /s/ Brendan Flood |
| | | Brendan Flood |
| | | Chairman and Chief Executive Officer |
