Staffing 360 Solutions (STAF) 10-Q 21 Nov 22 2022 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Oct. 01, 2022	Nov. 21, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Oct. 01, 2022
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
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	757 3rd Avenue
Entity Address, Address Line Two	27th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	(646)
Local Phone Number	507-5710
Title of 12(b) Security	Common stock, par value $0.00001 per share
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		2,533,199

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Oct. 01, 2022	Jan. 01, 2022
Current Assets:
Cash	$ 1,753	$ 4,558
Accounts receivable, net	29,864	20,718
Prepaid expenses and other current assets	3,227	988
Total Current Assets	34,844	26,264
Property and equipment, net	1,262	865
Goodwill	27,696	23,828
Intangible assets, net	16,614	13,649
Other assets	6,465	3,506
Right of use asset	8,693	5,578
Total Assets	95,574	73,690
Current Liabilities:
Accounts payable and accrued expenses	16,005	12,532
Accrued expenses - related party	215	216
Current portion of debt	345	9,223
Accounts receivable financing	19,113	15,199
Leases - current liabilities	1,010	1,006
Earnout liabilities	8,344	4,054
Other current liabilities	3,573	2,503
Total Current Liabilities	48,605	44,733
Long-term debt	9,016	279
Redeemable Series H preferred stock, net	8,340
Leases - noncurrent	8,477	4,568
Other long-term liabilities	829	785
Total Liabilities	75,267	50,365
Commitments and contingencies
Stockholders’ Equity:
Preferred stock
Common stock, $0.00001 par value, 40,000,000 shares authorized; 2,433,199 and 1,758,835 shares issued and outstanding, as of October 1, 2022 and January 1, 2022, respectively	1	1
Additional paid in capital	110,968	107,183
Accumulated other comprehensive (loss) income	(3,085)	162
Accumulated deficit	(87,577)	(84,021)
Total Stockholders’ Equity	20,307	23,324
Total Liabilities and Stockholders’ Equity	95,574	73,690
Series J Preferred Stock [Member]
Stockholders’ Equity:
Preferred stock

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Oct. 01, 2022	Jan. 01, 2022
Preferred stock, par or stated value per share	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	20,000,000	20,000,000
Common stock, par or stated value per share	$ 0.00001	$ 0.00001
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares issued	2,433,199	1,758,835
Common stock, shares outstanding	2,433,199	1,758,835
Series J Preferred Stock [Member]
Preferred stock, par or stated value per share	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	40,000	40,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2022	Oct. 02, 2021	Oct. 01, 2022	Oct. 02, 2021
Revenue	$ 66,120	$ 47,501	$ 175,066	$ 146,982
Cost of Revenue, excluding depreciation and amortization stated below	53,795	37,877	143,709	120,324
Gross Profit	12,325	9,624	31,357	26,658
Operating Expenses:
Selling, general and administrative expenses	11,043	8,463	30,416	25,811
Depreciation and amortization	787	688	2,140	2,122
Total Operating Expenses	11,830	9,151	32,556	27,933
Income (Loss) From Operations	495	473	(1,199)	(1,275)
Other (Expenses) Income:
Interest expense and amortization of debt discount and deferred financing costs	(1,127)	(1,006)	(3,030)	(3,432)
Re-measurement loss on intercompany note	1,009	(315)		(219)
Gain on extinguishment of debt - PPP Loan		9,504		19,609
Other income (loss), net	717	188	738	292
Total Other (Expenses) Income, net	599	8,371	(2,292)	16,250
Income (Loss) Before Benefit from Income Tax	1,094	8,844	(3,491)	14,975
Benefit (Provision) from Income taxes	(62)	(131)	(65)	(102)
Net Income (Loss)	1,032	8,713	(3,556)	14,873
Deemed
Deemed Dividend				1,798
Earnings allocated to participating securities		(1,077)		(1,763)
Net Income (Loss) Attributable to Common Stockholders	$ 1,032	$ 7,553	$ (3,556)	$ 10,517
Net Income (Loss) Attributable to Common Stockholders - Basic	$ 0.43	$ 7	$ (1.80)	$ 14.26
Weighted Average Shares Outstanding – Basic	2,401,961	1,079,050	1,980,398	737,729
Earnings (Loss) allocated to participating securities– Diluted (Footnote 3)	$ 1,032	$ 7,636	$ (3,556)	$ 11,312
Earnings (Loss) per Share Attributed to Common Stockholders - Diluted	$ 0.43	$ 6.89	$ (1.80)	$ 13.40
Weighted Average Shares Outstanding – Diluted	2,401,961	1,107,910	1,980,398	844,929
Series E Preferred Stock [Member]
Other (Expenses) Income:
Deemed				$ 319
Series E-1 Preferred Stock [Member]
Other (Expenses) Income:
Deemed				192
Series G Preferred Stock [Member]
Other (Expenses) Income:
Deemed		43		166
Series G-1 Preferred Stock [Member]
Other (Expenses) Income:
Deemed		$ 40		$ 118

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2022	Oct. 02, 2021	Oct. 01, 2022	Oct. 02, 2021
Income Statement [Abstract]
Net Income (Loss)	$ 1,032	$ 8,713	$ (3,556)	$ 14,873
Other Comprehensive (Loss) Income
Foreign exchange translation adjustment	(2,729)	67	(3,247)	117
Comprehensive (Loss) Income Attributable to the Company	$ (1,697)	$ 8,780	$ (6,803)	$ 14,990

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Preferred Stock [Member] Series E-1 Preferred Stock [Member]	Preferred Stock [Member] Series G-1 Preferred Stock [Member]	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member] Series E Preferred Stock [Member]	Preferred Stock [Member] Series F Preferred Stock [Member]	Preferred Stock [Member] Series J Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
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			280,338,000
Employees, directors and consultants								350			350
Employees, directors and consultants, shares							7,927
Series A Preferred Conversion
Series A Preferred Conversion, shares			(1,039,380)				451
Sales of common stock and warrants								30,315			$ 30,315
Sales of common stock and warrants, net shares							858,532				997,400
Sale of Series F Preferred Stock, net								4,107			$ 4,107
Sale of Series F Preferred Stock, net, shares					4,698
Conversion of Series F Preferred Stock
Conversion of Series F Preferred Stock, shares					(4,698)		130,490,000
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								(166)			(166)
Dividends - Series G-1 Preferred Stock - Related Party								(118)			(118)
Dividends - Series G-1 Preferred Stock - Related Party, shares		68
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
Conversion of Series G Preferred Stock - Related Party to Long Term Debt - Related Party
Conversion of Series G preferred Stock - Related Party to Long-Term Debt - Related Party, shares		(1,561)
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)
Series F Preferred Stock - Beneficial Conversion Feature								1,409			1,409
Fair Value Modification - Series E Preferred Stock - Related Party								389			389
Deemed Dividend								(1,798)			(1,798)
Foreign currency translation gain (loss)									117		117
Net income (loss)										14,873	14,873
Ending balance, value at Oct. 02, 2021							$ 1	98,832	340	(77,306)	21,867
Ending balance, shares at Oct. 02, 2021							1,277,738
Beginning balance, value at Jul. 03, 2021							$ 1	86,465	273	(86,019)	720
Beginning balance, shares at Jul. 03, 2021		1,543			4,698		652,804
Employees, directors and consultants								15			15
Sales of common stock and warrants								12,468			12,468
Conversion of Series F Preferred Stock								(33)			(33)
Conversion of Series F Preferred Stock, shares					(4,698)
Dividends - Series G Preferred Stock - Related Party								(43)			(43)
Dividends - Series G-1 Preferred Stock - Related Party								(40)			(40)
Dividends - Series G-1 Preferred Stock - Related Party, shares		18
Conversion of Series G Preferred Stock - Related Party to Long Term Debt - Related Party
Conversion of Series G preferred Stock - Related Party to Long-Term Debt - Related Party, shares		(1,561)
Foreign currency translation gain (loss)									67		67
Net income (loss)										8,713	8,713
Ending balance, value at Oct. 02, 2021							$ 1	98,832	340	(77,306)	21,867
Ending balance, shares at Oct. 02, 2021							1,277,738
Beginning balance, value at Jan. 01, 2022							$ 1	107,183	162	(84,021)	23,324
Beginning balance, shares at Jan. 01, 2022							1,772,341
Employees, directors and consultants								325			325
Employees, directors and consultants, shares							3,000
Sales of common stock and warrants								3,460			$ 3,460
Sales of common stock and warrants, net shares							657,858				660,858
Foreign currency translation gain (loss)									(3,247)		$ (3,247)
Net income (loss)										(3,556)	(3,556)
Ending balance, value at Oct. 01, 2022							$ 1	110,968	(3,085)	(87,577)	20,307
Ending balance, shares at Oct. 01, 2022							2,433,199
Beginning balance, value at Jul. 02, 2022							$ 1	107,266	(356)	(88,609)	18,302
Beginning balance, shares at Jul. 02, 2022							1,775,341
Employees, directors and consultants								242			242
Sales of common stock and warrants								3,460			3,460
Sales of common stock and warrants, net shares							657,858
Foreign currency translation gain (loss)									(2,729)		(2,729)
Net income (loss)										1,032	1,032
Ending balance, value at Oct. 01, 2022							$ 1	$ 110,968	$ (3,085)	$ (87,577)	$ 20,307
Ending balance, shares at Oct. 01, 2022							2,433,199

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Oct. 01, 2022	Oct. 02, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) Income	$ (3,556)	$ 14,873
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	2,140	2,122
Amortization of debt discount and deferred financing costs	518	365
Bad debt (recovery) expense	(302)	260
Right of use assets depreciation	1,066	852
Stock based compensation	325	350
Forgiveness of PPP loan and related interest		(19,609)
Re-measurement (loss) gain on intercompany note		219
Changes in operating assets and liabilities:
Accounts receivable	(6,114)	(5,343)
Prepaid expenses and other current assets	(1,854)	(289)
Other assets	(944)	(438)
Accounts payable and accrued expenses	(1,083)	(2,356)
Accounts payable, related party	125	(326)
Other current liabilities	357	(105)
Other long-term liabilities and other	1,040	(349)
NET CASH USED IN OPERATING ACTIVITIES	(8,282)	(9,774)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(719)	(100)
Acquisition of business, net of cash acquired	1,395
Collection of UK factoring facility deferred purchase price	5,282	5,349
NET CASH PROVIDED BY INVESTING ACTIVITIES	5,958	5,249
CASH FLOWS FROM FINANCING ACTIVITIES:
Third party financing costs	(554)	(3,769)
Proceeds from term loan - Related party		130
Repayment of term loan	(379)	(29,244)
Proceeds from term loan	67
Repayments on accounts receivable financing, net	(3,345)	(3,659)
Dividends paid to related parties		(591)
Redemption of Series E preferred stock, related party		(4,908)
Proceeds from sale of common stock	4,013	33,769
Payments made on earnouts	(160)
Proceeds from sale of Series F preferred stock		4,698
NET CASH USED IN FINANCING ACTIVITIES	(358)	(3,574)
NET DECREASE IN CASH	(2,682)	(8,099)
Effect of exchange rates on cash	(123)	(6)
Cash - Beginning of period	4,558	10,336
Cash - End of period	$ 1,753	$ 2,231

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	9 Months Ended
	Oct. 01, 2022
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. We are 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. Headway Acquisition On April 18, 2022, we entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Headway Workforce Solutions (“Headway”), and Chapel Hill Partners, LP, as the representatives of all the stockholders (collectively, the “Sellers”) of Headway (the “Sellers’ Representative”), pursuant to which, among other things, we agreed to purchase all of the issued and outstanding securities of Headway in exchange for (i) a cash payment of $ 14 9,000,000 9,000 0.00001

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Oct. 01, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation These 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. All amounts are in thousands, except share and par values, unless otherwise indicated. The accompanying 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 GAAP. All significant intercompany balances and transactions have been eliminated in consolidation. Reverse Stock Split The Company effected a one-for-ten 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. The accompanying financial statements have been prepared on a basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements as of October 1, 2022, the Company has an accumulated deficit of $ 87,577 13,761 18,361 1,753 2,817 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, our note issued to Jackson Investment Group, LLC (“Jackson”) includes certain financial customary covenants and the Company has had instances of non-compliance. Management has historically been able to obtain from Jackson waivers of any non-compliance 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 refuse to provide a waiver in the future, the outstanding debt under the agreement could become due immediately, which exceeds our current cash balance. On October 27, 2022, we entered into a Third Amended and Restated Note Purchase Agreement (the “Third Amended and Restated Note Purchase Agreement”) with Jackson, which amended and restated the Amended Note Purchase Agreement (as defined herein), and issued to Jackson the Third Amended and Restated Senior Secured 12 9.0 25,000 Going Concern The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. Historically, the Company has funded such payments either through cash flow from operations or the raising of capital through additional debt or equity. If the Company is unable to obtain additional capital, such payments may not be made on time. 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. COVID-19 The novel Coronavirus disease 2019 (“COVID-19”) and its ongoing effects are continuing to impact 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. Given that the magnitude and duration of COVID-19’s impact on our business and operations remain uncertain, the continued spread of COVID-19 (including the emergence and persistence of variants relating thereto) and the imposition of related public health containment measures and travel and business restrictions could have a material adverse impact on our business, financial condition, operating results, and cash flows. While expected to be temporary, prolonged workforce disruptions can negatively impact sales in fiscal year 2022 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 full impact of the COVID-19 pandemic and its ongoing effects continues to evolve as of the date of this 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. Given the daily evolution of the COVID-19 pandemic, its ongoing effects and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2022. The Company’s negative working capital and liquidity position combined with the uncertainty generated by the economic reaction to the COVID-19 pandemic and its ongoing effects contribute to the substantial doubt about the Company’s ability to continue as a going concern. Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from its estimates. To the extent there are material differences between estimates and the actual results, future results of operations will be affected. Significant estimates for the nine months ended October 1, 2022 and October 2, 2021 include the valuation of intangible assets, including goodwill, liabilities associated with testing long-lived assets for impairment, contingent considerations, fair value of financial instruments and valuation reserves against deferred tax assets. 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, 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 1, 2022 the Company changed its annual measurement date from the last day of the fiscal year end to the first day of the fiscal fourth quarter. 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 Staffing UK 3,104 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) 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 primarily 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 or daily basis. The contracts stipulate weekly or monthly 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. Revenues for the three months 64,733 1,387 46,168 of temporary contractor revenue 1,333 of permanent placement revenues three months 170,698 4,368 143,274 3,708 Income Taxes The Company’s provision for income taxes is based on the discrete method for the quarter 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 5.43 1.48 1.87 0.67 21 Foreign Currency The Company recorded a non-cash foreign currency remeasurement loss of $ 315 and $ 219 for the three and nine months ended October 2, 2021, respectively, associated with its U.S dollar denominated intercompany note. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants the Company has privately placed were estimated using a Black Scholes model. Refer to Note 8 for further details. 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. The Company adopted this ASU in this fiscal year. This standard did not have an impact on our financial statements. On June 16, 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced an expected credit loss model for the impairment of financial assets measured at amortized cost basis. This ASU replaces the probable, incurred loss model for those assets. On November 15, 2019, the FASB delayed the effective date of FASB ASC Topic 326 for certain small public companies and other private companies. As amended, the effective date of ASC Topic 326 was delayed until fiscal years beginning after December 15, 2022, for SEC filers that are eligible to be smaller reporting companies under the SEC’s definition, as well as private companies and not-for-profit entities. The Company is currently evaluating the impacts of this pronouncement and does not expect it to have a material impact on the financial statements. 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)

EARNINGS (LOSS) PER COMMON SHAR

EARNINGS (LOSS) PER COMMON SHARE	9 Months Ended
	Oct. 01, 2022
Earnings Per Share [Abstract]
EARNINGS (LOSS) PER COMMON SHARE	NOTE 3 – EARNINGS (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 was 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, were 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 was 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 was 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 were out-of-the-money were 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 24, 2022, the Company effected the Reverse Stock Split. As required in accordance with GAAP, all share and earnings per share information in this Q The following table sets forth the components used in the computation of basic and diluted income per share: SCHEDULE OF EARNINGS PER SHARE,BASIC AND DILUTED October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021 Three Months Ended Nine Months Ended October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021 Numerator: Net Income (Loss) $ 1,032 $ 8,713 $ (3,556 ) $ 14,873 Less: Dividends paid to Series A preferred shareholders - - - - Less: Dividends paid to Series E, E-1, G, G-1 preferred shareholders - (83 ) - (795 ) Less: Deemed dividend - - - (1,798 ) Less: Net income allocated to participating equity - (1,077 ) - (1,763 ) Net Income (Loss) Attributable to Common Equity $ 1,032 $ 7,553 $ (3,556 ) $ 10,517 Effect of dilutive securities: Add: Dividends paid to Series E, E-1, G, G-1 preferred shareholders 83 795 Net income available to common and preferred shareholders for diluted earnings per share $ 7,636 $ 11,312 Denominator: Weighted average basic common shares outstanding 2,401,961 1,079,050 1,980,398 737,729 Weighted average additional common shares outstanding if preferred shares converted to common shares (if dilutive) — 25,433 — 103,775 Total weighted average common shares outstanding if preferred shares converted to common shares 2,401,961 1,104,483 1,980,398 841,064 Effect of dilutive securities: — — Restricted shares 3,426 3,426 Weighted average diluted shares outstanding 1,107,910 8,44,929 Earnings (loss) per common share: Basic $ 0.43 $ 7.00 $ (1.80 ) $ 14.26 Diluted $ 0.43 $ 6.89 $ (1.80 ) $ 13.40

ACCOUNTS RECEIVABLE FINANCING

ACCOUNTS RECEIVABLE FINANCING	9 Months Ended
	Oct. 01, 2022
Receivables [Abstract]
ACCOUNTS RECEIVABLE FINANCING	NOTE 4 – ACCOUNTS RECEIVABLE FINANCING Midcap Funding X Trust Prior to September 15, 2017, certain U.S. subsidiaries of the Company were parties to a $ 25,000 25,000 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. On October 27, 2022, the Company entered into Amendment No. 27 with MidCap (see Note 14). 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. 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 balance of the MidCap facility as of October 1, 2022 and January 1, 2022 was $ 11,612 13,405 White Oak Commercial Finance, LLC As a result of the Headway Acquisition, the Company’s wholly owned Headway subsidiary, has a line of credit with White Oak Commercial Finance, LLC (“White Oak”), that provided working capital and supports general corporate needs of Headway (the “White Oak Agreement”). Under the terms of the White Oak Agreement, the line of credit matures in June 2024. White Oak may terminate the Agreement at any time upon providing 30-days written notice. The White Oak Agreement is secured by all the assets of Headway and is personally guaranteed up to $ 1,000 Under the terms of the White Oak Agreement, the maximum borrowing capacity is $ 10,000,000 The borrowing base is defined as the sum of the following: (a) 95% of the eligible ordinary receivables, as defined, and (b) the lessor of (i) $3,000,000 or (ii) 95% of the Company’s outstanding eligible unbilled receivables, as defined, less the sum of the following: (c) 100% of the undrawn amount of all letters of credit outstanding, (d) the special availability reserve, (e) the quarterly tax reserve and (f) the amount all other availability reserves in effect as such time. 5.00 7.00 7.00 0.25 7,417 From time to time, White Oak may cause letters of credit to be opened to be issued for Headway’s benefit. The aggregate face amount of all letters of credit outstanding will become the letter of credit reserve, which reduces the borrowing base under the Agreement. Under the terms of the agreement the letter of credit sub-line may not exceed $ 2,000,000 6.25 0 The White Oak Agreement operates similarly to a factoring arrangement whereby Headway’s receivables are bought by White Oak. However, receivables purchased by White Oak are required to be repurchased by Headway in the event the Company’s customer disputes the invoice amount or if the receivable remains unpaid past a certain number of days from the invoice date. Due to the recourse provisions in the arrangement, Headway accounts for transactions under the credit facility as secured borrowings. As of October 27, 2022, the White Oak Agreement was paid in full and terminated. See Note 14. HSBC Invoice Finance (UK) Ltd – New Facility On February 8, 2018, CBSbutler, 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 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 1.80 On June 28, 2018, 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 CBSbutler, Staffing 360 Solutions Limited and The JM Group (collectively, with CML, the “Borrowers”) as “Connected Clients” as defined in the APD. In 2021, the subsidiaries were reorganized and are now Staffing 360 Solutions Limited and Clement May. The new Connected Client APDs carry an aggregate Facility Limit of £ 20,000 1,500 22,500 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 4,683 5,234

GOODWILL

GOODWILL	9 Months Ended
	Oct. 01, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL	NOTE 5 – GOODWILL The following table provides a roll forward of goodwill: SCHEDULE OF GOODWILL October 1, 2022 January 1, 2022 Beginning balance, gross $ 23,828 $ 31,591 Acquisition 5,974 - Accumulated disposition - (1,577 ) Accumulated impairment losses - (6,073 ) Currency translation adjustment (2,106 ) (113 ) Ending balance, net $ 27,696 $ 23,828 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 fourth quarter of 2021 the Company identified a triggering event in response 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 Staffing UK 3,104 5,974 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

DEBT	9 Months Ended
	Oct. 01, 2022
Debt Disclosure [Abstract]
DEBT	NOTE 6 – DEBT SCHEDULE OF DEBT October 1, 2022 January 1, 2022 Jackson Investment Group - related party $ 9,016 $ 8,949 Redeemable Series H Preferred Stock 9,000 - HSBC Term Loan 345 809 Total Debt, Gross 18,361 9,758 Less: Debt Discount and Deferred Financing Costs, Net (660 ) (256 ) Total Debt, Net 17,701 9,502 Less: Non-Current Portion (17,356 ) (279 ) Total Current Debt, Net $ 345 $ 9,223 Jackson Debt On September 15, 2017, the Company entered into a $ 40,000 11,165 first September 15, 2020 The 2017 Jackson Note will accrue interest at 12% quarterly January 1, 2018 Interest on any overdue payment of principal or interest due under the 2017 Jackson Note will accrue at a rate per annum that is 5% On August 27, 2018, the Company entered into an amended agreement with Jackson, pursuant to which the note purchase agreement dated as of September 15, 2017 was amended and made a new senior debt investment of approximately $ 8,428 280 39 19,200 On August 29, 2019, the Company entered into a Fourth Omnibus Amendment and Reaffirmation Agreement with Jackson, as lender, which, among other things, amends that certain amended and restated note purchase agreement, dated as of September 15, 2017, as amended (the “Existing Note Purchase Agreement”). Pursuant to the Existing Note Purchase Agreement, the Company agreed to issue and sell to Jackson that certain 18% 2,538 All accrued and unpaid interest on the outstanding principal balance of the 2019 Jackson Note was due and payable monthly on the first day of each month, beginning on October 1, 2019 Pursuant to the terms of the 2019 Jackson Note, if the 2019 Jackson Note was not repaid by December 31, 2019, the Company was required to issue 1,667 324 8,334 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 October 26, 2020, the Company, certain of its subsidiaries and Jackson entered into the Amended Note Purchase Agreement and the 2020 Jackson Note, which amended and restated the Existing Note Purchase Agreement. The Amended Note Purchase Agreement refinanced an aggregate of approximately $ 35,700 September 30, 2022 488 488 15,092 99.60 60.00 expiration date of January 26, 2024 to January 26, 2026 126 Under the terms of the Amended Note Purchase Agreement and the 2020 Jackson Note, the Company is required to pay interest on the debt at a per annum rate of 12% 50% 25 30.00 30.000 210.00 210.00 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 was 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 2020 Jackson Note of not less than $ 3,000 3,029 On January 4, 2021, the Company used $ 1,558 1,168 33,878 390 390 32,710 10,690 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 2020 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 paid $13,556 of the 2020 Jackson Note 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 3,200 19,154 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 20, 2021, the Company entered into the July 2021 Purchase Agreement. As the Company’s Series G Preferred Stock (as defined below) was outstanding, it was required to use the proceeds of any sales of equity securities, including the common stock offered in the July 2021 Offerings, exclusively to redeem any outstanding shares of Series G Preferred Stock, subject to certain limitations. The Company received a waiver from Jackson, the sole holder of the outstanding shares of its Series G Preferred Stock, to pay accrued and unpaid interest and prepay a portion of the outstanding principal balance of the 2020 Jackson Note and paid accrued and unpaid dividends on the Series G-1 Convertible Preferred Stock upon conversion of such preferred stock into the New Note (as defined below). The net proceeds to the Company from the July 2021 Offerings were approximately $ 6,760 5,000 21,700 On July 21, 2021, the Company entered into a non-cash financing transaction whereby it exchanged its outstanding 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 On August 5, 2021, the Company entered into the First August 2021 Purchase Agreement. The net proceeds to the Company from the First August 2021 Offerings were approximately $ 3,217 3,281 16,730 On October 28, 2021, the Company entered into a securities purchase agreement (the “November 2021 Private Placement”). This placement closed on November 2, 2021 and was announced on November 3, 2021. The net proceeds of the November 2021 Private Placement were approximately $ 9.25 4,500 13,449 The entire outstanding principal balance of the 2020 Jackson Note was due and payable on September 30, 2022. On October 27, 2022, the Company entered into the Third Amended and Restated Note Purchase Agreement with Jackson, which amended and restated the Amended Note Purchase Agreement, dated October 26, 2020, as amended, and issued to Jackson the Jackson Note, with a remaining outstanding principal balance of approximately $ 9.0 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 13,000 0.00001 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 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 10,000 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 11 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. 10,000 If such average market price was less than $35.00 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 $35.00, and if such average closing price were greater than $210.00 then the average closing price for these purposes would be deemed to be $210.00. 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 $ 60.00 10,000 The shares of Series E Convertible Preferred Stock were also convertible into shares of common stock after October 31, 2022. 60.00 10,000 106.80 99.60 60.00 The Company accounted for the Amendment as a modification to the Series E Convertible Preferred Stock and Series E-1 Convertible Preferred Stock. The change in fair value as a result of the modification amounted to $410 and was recognized as a deemed dividend as of the fiscal year ended January 2, 2021. Further, the Company recognized a beneficial conversion feature (BCF) of $ 4,280 60.00 0 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 Consent and the Series E Certificate of Designation, in consideration for Jackson’s consent to the first 2,100 2,080 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 2020 Jackson Note. As this provision results in a contingent redemption feature, approximately $ 4,100 389 Jackson Waivers On February 5, 2021, the Company entered into a Limited Consent and Waiver with Jackson whereby, among other things, Jackson agreed that we may use 75% of the proceeds from the offering to redeem a portion of the 2020 Jackson Note, and 25% of the net proceeds from the offering to redeem a portion of the Base Series E Preferred Stock notwithstanding certain provisions of the certificate of designation for the Base Series E Preferred Stock that would have required the Company to use all the proceeds from the offering to redeem the Base Series E Preferred Stock. In addition, the Company also agreed in the Limited Consent and Waiver to additional limits on its 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 Base Series E Preferred Stock and Series E-1 Preferred Stock that remains outstanding into a secured note that is substantially similar to the 2020 Jackson Note. 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 1,493 The Series G Preferred Stock ranked 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 was initially convertible into 1,000 shares of common stock at any time from and after, (i) with respect to the Series G 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 was not required to pay any additional consideration in exchange for conversion of the Series G Preferred Stock into the Company’s common stock. 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 Series G Preferred Stock carried 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 had all the same terms, preferences and characteristics as the Series G Preferred Stock (including, without limitation, the right to receive cash dividends), except Series G-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 September 30, 2022, for a cash payment equal to the liquidation value plus any accrued and unpaid dividends thereon. On July 20, 2021, the Company entered into the July 2021 Purchase Agreement. As the Company’s Series G Preferred Stock was outstanding, it was required to use the proceeds of any sales of equity securities, including the common stock offered in the July 2021 Registered Direct Offering, exclusively to redeem any outstanding shares of Series G Preferred Stock, subject to certain limitations. The Company received a waiver from Jackson, the sole holder of the outstanding shares of its Series G Preferred Stock, to pay accrued and unpaid interest and prepay a portion of the outstanding principal balance of the 2020 Jackson Note, and paid accrued and unpaid dividends on the Series G-1 Convertible Preferred Stock upon conversion of such preferred stock into the New Note. While under the terms of the Certificate of Designation governing the Series G Preferred Stock and Series G-1 Preferred Stock, 6,172 1,561 As of October 1, 2022, there were no shares of Series G or Series G-1 Convertible Preferred Stock outstanding. HSBC Loan 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 1,000 11,500 12 months 1.80% Classification of Certain Cash Receipts and Cash Payments, a consensus of the FASB Emerging Issues Task Force), three-year term loan 1,000 345 Redeemable Series H Preferred Stock On May 18, 2022, the Company entered into a stock purchase agreement with Headway. Consideration for the Purchase of 100% 9,000,000 0.00001 350,000 25.714 12% The redemption price represents the number of shares of the Preferred Stock (9,000,000), plus all accrued but unpaid dividends, multiplied by the Stated Value ($1). On May 18, 2022, the Company paid $14 towards the Series H Preferred Stock balance. 9,000 In accordance with ASC 480-10-15-3, the agreement includes certain rights and options including: redemption, dividend, voting, and conversion which have characteristics akin to liability and equity. The Series H Preferred Stock is redeemable and has a defined maturity date upon the third anniversary of the original issue date. As such and based on the authoritative guidance, the Series H Preferred Stock meets the definition of a debt instrument. The Company obtained a third-party valuation report to calculate the fair value of Series H Preferred Stock. As of May 18, 2022, the fair value of the Redemption Price was calculated as $ 8,265 735

LEASES

LEASES	9 Months Ended
	Oct. 01, 2022
Leases
LEASES	NOTE 7 – LEASES As of October 1, 2022 and January 1, 2022, as a result of the adoption of ASC 842, we recorded a right of use (“ROU”) lease asset of approximately $ 8,693 9,487 5,578 5,574 In September 2021, the Company entered into a new lease agreement for an office lease in New York for a term of 8 2,761 1,635 1,829 10 2,048 10 1,555 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 three months ended October 1, 2022 is as follows: SCHEDULE OF LEASE, COST Lease Cost Classification Fiscal 2022 Operating lease cost SG&A Expenses 1,285 Other information Weighted average remaining lease term (years) 6.27 Weighted average discount rate 6.30 % SCHEDULE OF OPERATING LEASE LIABILITY MATURITY Future Lease Payments 2022 $ 365 2023 1,688 2024 1,618 2025 1,531 2026 1,545 Thereafter 5,546 Total $ 12,293 Less: Imputed Interest 2,806 Operating lease, liability $ 9,487 Leases - Current $ 1,010 Leases - Non current $ 8,477 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. This methodology was deemed to yield a measurement of the Right of Use Asset and associated lease liability that was appropriately stated in all material respects.

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	9 Months Ended
	Oct. 01, 2022
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 8 – STOCKHOLDERS’ EQUITY The Company issued the following shares of common stock during the nine months ended October 1, 2022: SCHEDULE OF STOCKHOLDERS EQUITY Number of Common Shares Fair Value Fair Value at Issuance Shares issued to/for: Issued Issued per share) Equity raise 657,858 $ 4,013 $ 6.10 $ 6.10 Board and committee members 2,000 17 7.40 9.65 Consultants 1,000 7 7.40 7.40 660,858 $ 4,037 The Company issued the following shares of common stock during the nine months ended October 2, 2021: Number of Common Fair Value of Shares Fair Value at Issuance Shares issued to/for: Issued Issued per share) Equity raise 858,532 $ 30,315 $ 21.00 $ 54.00 Conversion of Series F Preferred Stock 130,490 4107 31.50 31.50 Consultants 167 3 18.40 18.40 Conversion of Series A Preferred Stock 451 - - - Employees 5,082 275 54.00 54.00 Board and Board committee members 94 5 51.60 51.60 Long Term Incentive Plan 2,584 133 51.60 51.60 997,400 $ 34,838 Reverse Stock Split The Company effected the Reverse Stock Split on June 24, 2022. Increase of Authorized Common Stock On December 27, 2021, the Company’s stockholders approved an amendment to the Amended and Restated Certificate of Incorporation of the Company to effect an increase to its number of shares of authorized common stock, par value $ 0.00001 40,000,000 200,000,000 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) Series A Preferred Stock – Related Party As of both October 1, 2022 and October 2, 2021, the Company had $ 125 of dividends payable to the Series A Preferred Stockholder. Series J Preferred Stock On May 3, 2022, the Company’s Board of Directors (the “Board”) declared a dividend of one one-thousandth of a share of Series J Preferred Stock, par value $ 0.00001 The Company held a special meeting of stockholders on June 23, 2022 (the “Special Meeting”) for the purpose of voting on a Reverse Stock Split Proposal and an Adjournment Proposal. Each share of Series J Preferred Stock entitled the holder thereof to 1,000,000 votes per share and each fraction of a share of Series J Preferred Stock had a ratable number of votes. Thus, each one-thousandth of a share of Series J Preferred Stock entitled the holder thereof to 1,000 votes. All shares of Series J Preferred Stock that were not present in person or by proxy at the Special Meeting as of immediately prior to the opening of the polls at such meeting (the “Initial Redemption Time”) were automatically redeemed by the Company at the Initial Redemption Time before the vote without further action on the part of the Company or the holder of shares of Series J Preferred Stock (the “Initial Redemption”). All shares that were not redeemed pursuant to the Initial Redemption were redeemed automatically upon the approval by the Company’s stockholders of the Reverse Stock Split Proposal at the Special Meeting (the “Subsequent Redemption”). As a result, no shares of Series J Preferred Stock remain outstanding. Under the Certificate of Designations, each holder of Series J Preferred Stock was entitled to consideration in connection with the applicable redemption of $ 0.0001 17,618.3 0.1761 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, 2020 Omnibus Plan and 2021 Omnibus Inventive Plan. Under these plans, the shares are restricted for a period of three years 1,000 21 5 64 323 SCHEDULE OF UNVESTED RESTRICTED SHARES ACTIVITY Weighted Restricted Average Shares Price Per Share Balance at January 2, 2021 1,030 $ 75.00 Granted 19,115 29.20 Vested/adjustments (14,198 ) 29.00 Balance at January 1, 2022 5,947 50.00 Granted 2,000 8.55 Vested/adjustments (259 ) 101.60 Balance at October 1, 2022 7,688 36.64 Warrants In connection with the private placement consummated in July 2022 (the “July 2022 Private Placement”), on July 7, 2022, the Company entered into warrant amendment agreements (the “Warrant Amendment Agreements”) with each of the nine existing participating investors, which amended warrants to purchase up to 657,858 18.50 38.00 expiration dates that ranged from July 22, 2026 to November 1, 2026 5.85 extended the expiration date to January 7, 2028, the date that is five and one-half years following the closing of the July 2022 Private Placement 837 Transactions involving the Company’s warrant issuances are summarized as follows: SCHEDULE OF WARRANTS ACTIVITY Weighted Number of Average Shares Exercise Price Outstanding at January 2, 2021 26,285 59.40 Issued 995,452 25.97 Exercised (49,242 ) 0.0001 Expired or cancelled — — Outstanding at January 1, 2022 972,495 26.88 Issued 1,365,053 5.91 Exercised — — Expired or cancelled (658,192 ) 26.08 Outstanding at October 1, 2022 1,679,356 10.21 The following table summarizes warrants outstanding as of October 1, 2022: SCHEDULE OF WARRANTS OUTSTANDING Weighted Average Number Remaining Weighted Outstanding Contractual Average Exercise Price and Exercisable Life (years) Exercise price $ 5.80 3,750 1,679,690 5.26 10.21 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) Stock Options A summary of option activity during the nine months ended October 1, 2022 is presented below: SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS, ACTIVITY Weighted Average Options Exercise Price Outstanding at January 2, 2021 1,302 1,665.60 Granted — — Exercised — — Expired or cancelled — — Outstanding at January 1, 2022 1,302 1,665.60 Granted 50,000 7.80 Exercised — — Expired or cancelled — — Outstanding at October 1, 2022 51,302 50.06 The Company recorded share-based payment expense of $ 17 6 54 19

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Oct. 01, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 9 – COMMITMENTS AND CONTINGENCIES Headway Earn-out Liability Pursuant to the Headway acquisition that closed on May 18, 2022, the purchase price includes an earnout payment totaling up to $ 4,450 Adjusted EBITDA of $0 or less than $0= no Contingent Payment Adjusted EBITDA of $500 x 2.5 multiple= $1,250 Contingent Payment Adjusted EBITDA of $1,000 x 2.5 multiple= $2,500 Contingent Payment Adjusted EBITDA of $1,800 x 2.5 multiple= $4,500 Contingent Payment Adjusted EBITDA of $2,000 or more x 2.5 multiple= $5,000 Contingent Payment The Company performed an analysis over the contingent payment and prepared a forecast to determine the likelihood of the Adjusted EBITDA payout. The adjusted EBITDA TTM forecast, as of April 2023, is above the $ 2,000 5,000 160 550 4,290 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) Legal Proceedings Whitaker v. Monroe Staffing Services, LLC & Staffing 360 Solutions, Inc. On December 5, 2019, former owner of Key Resources, Inc. (“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 Staffing Services LLC (“Monroe”) and the Company (collectively, 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 Monroe in August 2018. Whitaker sought $ 4,054 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 thereafter filed a reply. On June 29, 2020, Magistrate Judge Joe L. 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. Oral argument was held on March 9, 2022. On July 22, 2022, the Fourth Circuit issued a decision to vacate the District Court’s decision and ordered the North Carolina District Court to transfer the North Carolina Action to the Southern District of New York for adjudication there in accordance with the Share Purchase Agreement’s forum selection clause. Monroe Staffing Services, LLC & Staffing 360 Solutions, Inc. v. Whitaker 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 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 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. The Court referred the case to Magistrate Judge Moses, who held oral argument on the motion on November 9, 2021. On March 8, 2022, Magistrate Judge Barbara Moses stayed the action pending a decision by the Fourth Circuit on the appeal filed by Monroe and the Company in The North Carolina Action. In light of the Fourth Circuit’s issuance of its July 22, 2022, decision and order transferring the North Carolina Action to the Southern District of New York on August 1, 2022, the parties to the New York Action wrote to the Magistrate overseeing the matter to request a conference to address, inter alia, the resumption of discovery in light of the Fourth Circuit’s Order issued on July 22, 2022. On August 3, 2022, Magistrate Judge Moses lifted the stay previously imposed in the matter and ordered the parties to appear at a teleconference held on August 16, 2022. At the teleconference, the parties agreed that the North Carolina Action would be dismissed following its transfer to the Southern District of New York without prejudice to Whitaker’s right to assert the same causes of action, based on substantially similar allegations, as counterclaims in the New York Action and that Whitaker would have until September 30, 2022, to do so. The Court ordered the parties to submit a stipulation to this effect by August 23, 2022. Per the Court’s Order, on August 22, 2022, the parties filed a stipulation and proposed order whereby the parties agreed that Whitaker would voluntarily dismiss the North Carolina Action, and would reassert the causes of action set forth in the Proposed Amended Complaint filed in the North Carolina Action as counterclaims in the New York Action; and set forth deadlines for the filing of Whitaker’s answer and counterclaims Plaintiffs’ response to such counterclaims. The Court so-ordered that stipulation on August 23, 2022. On September 30, 2022, Whitaker filed an answer and counterclaims, including (1) a cause of action for breach of contract, which was substantially similar to Whitaker’s breach of contract in the North Carolina Action (the “Breach of Contract Counterclaim”), and (2) a cause of action under New York and North Carolina consumer protection statutes, asserting that that Plaintiffs exhibited a pattern and practice in the purchase of businesses similar to KRI by which they allegedly, “endeavor[ ] to acquire the purchased company at a discount of the agreed-upon purchase price by making an initial down payment, then reneging on payment of deferred compensation or earnouts and fabricating a pretextual reason for nonpayment at the time the deferred compensation or earnouts become due” (the Consumer Protection Counterclaim”). For the Consumer Protection Counterclaim, Defendant seeks to recover the full amount of the Earnout Payments ($ 4,054 On October 12, 2022, the parties filed a joint pre-conference statement pursuant to the court’s August 24, 2022, order scheduling an initial case management conference. Pursuant to that order, on October 19, 2022, the Court held an initial case management conference. Later that day, the Court issued an initial case management order which set forth relevant deadlines, including the close of fact discovery on April 21, 2023, and the close of all discovery (including expert discovery) on July 19, 2023. On November 11, 2022, Plaintiffs moved to dismiss the Consumer Protection Counterclaim. 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.

ACQUISITION

ACQUISITION	9 Months Ended
	Oct. 01, 2022
Business Combination and Asset Acquisition [Abstract]
ACQUISITION	NOTE 10 – ACQUISITION In accordance with ASC 805, the Company accounts for acquisitions using the purchase method under which the acquisition purchase price is allocated to the assets acquired and liabilities assumed based upon their respective fair values. The Company utilizes management estimates and, in some instances, may retain the services of an independent third-party valuation firm to assist in determining the fair values of assets acquired, liabilities assumed and contingent consideration granted. Such estimates and valuations require the Company to make significant assumptions, including projections of future events and operating performance. On April 18, 2022, the Company entered into a Stock Purchase Agreement with Headway Workforce Solutions, pursuant to which, among other things, the Company agreed to purchase all of the issued and outstanding securities of Headway in exchange for (i) a cash payment of $ 14 9,000,000 The purchase price in connection with the Headway Acquisition was $ 9,000 4,450 to integrate the business of Headway into the Company’s existing temporary professional staffing business in the US within the expected timeframe which would enable the Company to operate more effectively and efficiently and to create synergy hence lower costs of operations. 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 total purchase price was allocated to the identifiable assets acquired and liabilities assumed based on our preliminary estimates of their fair values on the acquisition date. The fair values assigned in the preliminary allocation of purchase price included in the table below are based on information that was available as of the date of the acquisition and such amounts are considered preliminary and are based on the information that was available as of the date of the acquisition. We were not able to complete our final purchase price allocation based on the timing of the acquisition and our need to engage third party valuation specialists to assist with the valuation of the contingent consideration as well as requiring additional time to further analyze the initial amounts recorded. The Company is in the process of finalizing its allocation and this may result in potential adjustments to the carrying value of the respective recorded assets and liabilities, establishment of certain additional intangible assets, revisions of useful lives of intangible assets, establishment of potential acquisition contingencies, and the determination of any residual amount that will be allocated to goodwill. As additional information becomes available, the preliminary purchase price allocation may be revised during the remainder of the measurement period, which will not exceed 12 months from the acquisition date. Any such revisions or changes may be material. The following table summarizes the preliminary allocation of the purchase price of the fair value of the assets acquired and liabilities assumed at the date of the acquisition: SCHEDULE OF BUSINESS ACQUISITION PURCHASE PRICE FAIR VALUE Current assets $ 10,833 Fixed assets 150 Other non-current assets 3,070 Intangible assets 5,800 Goodwill 5,974 Current liabilities (12,931 ) Other non-current liabilities (167 ) Consideration $ 12,729 In connection with the acquisition of Headway, the Company recorded $ 5,800 The Company recorded a total of $ 449 The following unaudited pro forma consolidated results of operation have been prepared, as if the acquisition of Headway had occurred as of January 3, 2022 and January 1, 2021, respectively. SCHEDULE OF UNAUDITED PRO FORMA Three Months Ended Nine Months Ended October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021 Revenues $ 66,120 $ 73,492 $ 244,609 $ 224,072 Net Income (Loss) from continuing operations $ 1,032 $ 9,924 $ (1,710 ) $ 26,645

SEGMENT INFORMATION

SEGMENT INFORMATION	9 Months Ended
	Oct. 01, 2022
Segment Reporting [Abstract]
SEGMENT INFORMATION	NOTE 11 – SEGMENT INFORMATION The Company generated revenue and gross profit by segment as follows: SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021 Three Months Ended Nine Months Ended October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021 Commercial Staffing - US $ 25,940 $ 29,601 $ 83,350 $ 88,240 Professional Staffing - US 25,756 4,536 45,292 12,215 Professional Staffing - UK 14,424 13,364 46,424 46,527 Total Revenue $ 66,120 $ 47,501 $ 175,066 $ 146,982 Commercial Staffing - US $ 5,034 $ 5,195 $ 15,197 $ 15,422 Professional Staffing - US 4,715 1,200 8,286 3,146 Professional Staffing - UK 2,576 3,229 7,874 8,090 Total Gross Profit $ 12,325 $ 9,624 $ 31,357 $ 26,658 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: Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Three Months Ended October 1, 2022 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 128 $ 245 $ 1,013 $ 1,386 Temporary Revenue 25,812 25,511 13,411 64,734 Total $ 25,940 $ 25,756 $ 14,424 $ 66,120 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Three Months Ended October 2, 2021 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 147 $ 328 $ 858 $ 1,333 Temporary Revenue 29,454 4,208 12,506 46,168 Total $ 29,601 $ 4,536 $ 13,364 $ 47,501 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Nine Months Ended October 1, 2022 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 357 $ 894 $ 3,116 $ 4,367 Temporary Revenue 82,993 44,398 43,308 170,699 Total $ 83,350 $ 45,292 $ 46,424 $ 175,066 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Nine Months Ended October 2, 2021 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 290 $ 851 $ 2,567 $ 3,708 Temporary Revenue 87,950 11,364 43,960 143,274 Total $ 88,240 $ 12,215 $ 46,527 $ 146,982 Total Revenue $ 88,240 $ 12,215 $ 46,527 $ 146,982 As of October 1, 2022 and January 1, 2022, the Company has assets in the U.S. and the U.K. as follows: October 1, 2022 January 1, 2022 United States $ 73,466 $ 49,652 United Kingdom 22,108 24,038 Total Assets $ 95,574 $ 73,690

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Oct. 01, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 12 – RELATED PARTY TRANSACTIONS In addition to the Series A Preferred Stock, the following are other related party transactions: Board and Committee Members SCHEDULE OF RELATED PARTY TRANSACTIONS Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Nine Months Ended October 1, 2022 Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Dimitri Villard $ 75 400 $ 4 $ 4 Jeff Grout 75 400 4 4 Nick Florio 75 400 4 4 Vincent Cebula 75 400 4 2 Alicia Barker - 400 4 4 Board and committee member $ 300 2,000 $ 20 $ 18 Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Nine Months Ended October 2, 2021 Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Dimitri Villard 63 24 1 2 Jeff Grout 63 24 1 2 Nick Florio 63 24 1 2 Vincent Cebula 17 - 1 2 Alicia Barker - 24 - - 206 96 4 8 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)

SUPPLEMENTAL CASH FLOW INFORMAT

SUPPLEMENTAL CASH FLOW INFORMATION	9 Months Ended
	Oct. 01, 2022
Supplemental Cash Flow Elements [Abstract]
SUPPLEMENTAL CASH FLOW INFORMATION	NOTE 13 – SUPPLEMENTAL CASH FLOW INFORMATION SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION October 1, 2022 October 2, 2021 Nine Months Ended October 1, 2022 October 2, 2021 Cash paid for: Interest $ 2,849 $ 3,507 Income taxes 150 396 Non-Cash Investing and Financing Activities: Deferred purchase price of UK factoring facility $ 3,456 $ 5,234 Redeemable Series H Preferred Stock, net 8,265 — Debt discount 735 — Earnout liability 4,450 — Goodwill 5,974 — Intangible assets 5,800 — Warrant Modification 837 — Dividends accrued to related parties — 795 Deemed dividend — 1,798 Acquisition of Right of Use Assets — 2735 Conversion of Series E Preferred Stock – Related Party — 6,172 Conversion of Series E-1 Preferred Stock – Related Party — 1493 Conversion of Series G Preferred Stock – Related Party to debt — 6,172 Conversion of Series G-1 Preferred Stock – Related Party to debt — 1561

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Oct. 01, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 14 – SUBSEQUENT EVENTS Note Purchase Agreement with Jackson Investment Group, LLC On October 27, 2022, the Company entered into the Third Amended and Restated Note Purchase Agreement with Jackson, which amended and restated the Amended Note Purchase Agreement, dated October 26, 2020, as amended, and issued to Jackson the Jackson Note, with a remaining outstanding principal balance of approximately $ 9.0 Under the terms of the Third Amended and Restated Note Purchase Agreement and Jackson Note, the Company is required to pay interest on the Jackson Note at a per annum rate of 12% extends the maturity date of the Jackson Note from October 28, 2022 to October 14, 2024. In addition, pursuant to the terms of the Third Amended and Restated Note Purchase Agreement, until all principal interest and fees due pursuant to the Third Amended and Restated Note Purchase Agreement and the Jackson Note are paid in full by the Company and are no longer outstanding, Jackson shall have a first call over 50% of the net proceeds from all common stock equity raises the Company conducts, which shall be used to pay down any outstanding obligations due pursuant to the Note Documents. The Jackson Note continues to be secured by substantially of the Company and its subsidiaries’ assets pursuant to the Amended and Restated Security Agreement with Jackson, dated September 15, 2017, as amended, and as further amended by the Omnibus Agreement (as defined below) on October 27, 2022. Omnibus Amendment and Reaffirmation Agreement with Jackson On October 27, 2022, in connection with the Third Amended and Restated Note Purchase Agreement, the Company entered into an Omnibus Amendment and Reaffirmation Agreement (the “Omnibus Agreement”) with Jackson, which, among other things, amends (i) the Amended and Restated Pledge Agreement, dated as of September 15, 2017, as amended and (ii) the Amended and Restated Pledge Agreement, dated as of September 15, 2017, as amended, to reflect certain of the terms as updated and amended by the Third Amended and Restated Note Purchase Agreement. Amendment to Warrant Agreement with Jackson On October 27, 2022, in connection with the entry into the Third Amended and Restated Note Purchase Agreement, the Company entered into Amendment No. 4 (“Amendment No. 4”) to the Amended and Restated Warrant Agreement, dated April 25, 2018 (as amended prior to Amendment No. 4, the “Existing Warrant”), with Jackson. Pursuant to the Existing Warrant and after giving effect to the 1-for-6 reverse stock split, effectuated by the Company on June 30, 2021 and the 1-for-10 reverse stock split 15,093 60.00 3.06 Amendment to Credit and Security Agreement with MidCap On October 27, 2022, the Company entered into Amendment No. 27 and Joinder Agreement to the Credit and Security Agreement (“Amendment No. 27”) with MidCap Funding IV Trust as successor by assignment to MidCap, dated April 8, 2015, which amended the Credit and Security Agreement. Amendment No. 27, among other things, (i) increases the revolving loan commitment amount from $ 25 32.5 extends the commitment expiry date from October 27, 2022 to September 6, 2024 10 5 42.5 In addition, Amendment No. 27 increases the applicable margin from 4.0% to 4.25%, with respect to the Loan (other than Letter of Credit Liabilities (as defined in the Credit and Security Agreement)), and from 3.5% to 3.75% with respect to the Letter of Credit Liabilities. Amendment No. 27 also replaces the interest rate benchmark from LIBOR to SOFR and provides that the Loan shall bear interest at the sum of a term-based SOFR rate (plus a SOFR adjustment of 0.11448%) plus the Applicable Margin, subject to certain provisions for the replacement of SOFR with an alternate benchmark in connection with SOFR no longer being provided by its administrator. Notwithstanding the foregoing, the SOFR interest rate shall not be at any time less than 1.00%. In connection with Amendment No. 27, the Company paid to MidCap a modification fee of $ 135,000 8 Amendment to Intercreditor Agreement with Jackson and MidCap On October 27, 2022, in connection with the Third Amended and Restated Note Purchase Agreement, the Jackson Note and Amendment No. 27, the Company, Jackson and MidCap entered into the Fifth Amendment to Intercreditor Agreement (the “Fifth Amendment”), which amended the Intercreditor Agreement, dated September 15, 2017, by and between the Company, Jackson and MidCap, as amended. The Fifth Amendment, among other things, permits the increase of the credit commitments under the Credit and Security Agreement as amended by Amendment No. 27 to $ 32.5

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Oct. 01, 2022
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation These 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. All amounts are in thousands, except share and par values, unless otherwise indicated. The accompanying 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 GAAP. All significant intercompany balances and transactions have been eliminated in consolidation.
Reverse Stock Split	Reverse Stock Split The Company effected a one-for-ten
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. The accompanying financial statements have been prepared on a basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements as of October 1, 2022, the Company has an accumulated deficit of $ 87,577 13,761 18,361 1,753 2,817 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, our note issued to Jackson Investment Group, LLC (“Jackson”) includes certain financial customary covenants and the Company has had instances of non-compliance. Management has historically been able to obtain from Jackson waivers of any non-compliance 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 refuse to provide a waiver in the future, the outstanding debt under the agreement could become due immediately, which exceeds our current cash balance. On October 27, 2022, we entered into a Third Amended and Restated Note Purchase Agreement (the “Third Amended and Restated Note Purchase Agreement”) with Jackson, which amended and restated the Amended Note Purchase Agreement (as defined herein), and issued to Jackson the Third Amended and Restated Senior Secured 12 9.0 25,000
Going Concern	Going Concern The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. Historically, the Company has funded such payments either through cash flow from operations or the raising of capital through additional debt or equity. If the Company is unable to obtain additional capital, such payments may not be made on time. 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.
COVID-19	COVID-19 The novel Coronavirus disease 2019 (“COVID-19”) and its ongoing effects are continuing to impact 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. Given that the magnitude and duration of COVID-19’s impact on our business and operations remain uncertain, the continued spread of COVID-19 (including the emergence and persistence of variants relating thereto) and the imposition of related public health containment measures and travel and business restrictions could have a material adverse impact on our business, financial condition, operating results, and cash flows. While expected to be temporary, prolonged workforce disruptions can negatively impact sales in fiscal year 2022 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 full impact of the COVID-19 pandemic and its ongoing effects continues to evolve as of the date of this 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. Given the daily evolution of the COVID-19 pandemic, its ongoing effects and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2022. The Company’s negative working capital and liquidity position combined with the uncertainty generated by the economic reaction to the COVID-19 pandemic and its ongoing effects contribute to the substantial doubt about the Company’s ability to continue as a going concern.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from its estimates. To the extent there are material differences between estimates and the actual results, future results of operations will be affected. Significant estimates for the nine months ended October 1, 2022 and October 2, 2021 include the valuation of intangible assets, including goodwill, liabilities associated with testing long-lived assets for impairment, contingent considerations, fair value of financial instruments and valuation reserves against deferred tax assets.
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, 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 1, 2022 the Company changed its annual measurement date from the last day of the fiscal year end to the first day of the fiscal fourth quarter. 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 Staffing UK 3,104 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)
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 primarily 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 or daily basis. The contracts stipulate weekly or monthly 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. Revenues for the three months 64,733 1,387 46,168 of temporary contractor revenue 1,333 of permanent placement revenues three months 170,698 4,368 143,274 3,708
Income Taxes	Income Taxes The Company’s provision for income taxes is based on the discrete method for the quarter 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 5.43 1.48 1.87 0.67 21
Foreign Currency	Foreign Currency The Company recorded a non-cash foreign currency remeasurement loss of $ 315 and $ 219 for the three and nine months ended October 2, 2021, respectively, associated with its U.S dollar denominated intercompany note.
Warrants	Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants the Company has privately placed were estimated using a Black Scholes model. Refer to Note 8 for further details.
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. The Company adopted this ASU in this fiscal year. This standard did not have an impact on our financial statements. On June 16, 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced an expected credit loss model for the impairment of financial assets measured at amortized cost basis. This ASU replaces the probable, incurred loss model for those assets. On November 15, 2019, the FASB delayed the effective date of FASB ASC Topic 326 for certain small public companies and other private companies. As amended, the effective date of ASC Topic 326 was delayed until fiscal years beginning after December 15, 2022, for SEC filers that are eligible to be smaller reporting companies under the SEC’s definition, as well as private companies and not-for-profit entities. The Company is currently evaluating the impacts of this pronouncement and does not expect it to have a material impact on the financial statements.

EARNINGS (LOSS) PER COMMON SH_2

EARNINGS (LOSS) PER COMMON SHARE (Tables)	9 Months Ended
	Oct. 01, 2022
Earnings Per Share [Abstract]
SCHEDULE OF EARNINGS PER SHARE,BASIC AND DILUTED	The following table sets forth the components used in the computation of basic and diluted income per share: SCHEDULE OF EARNINGS PER SHARE,BASIC AND DILUTED October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021 Three Months Ended Nine Months Ended October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021 Numerator: Net Income (Loss) $ 1,032 $ 8,713 $ (3,556 ) $ 14,873 Less: Dividends paid to Series A preferred shareholders - - - - Less: Dividends paid to Series E, E-1, G, G-1 preferred shareholders - (83 ) - (795 ) Less: Deemed dividend - - - (1,798 ) Less: Net income allocated to participating equity - (1,077 ) - (1,763 ) Net Income (Loss) Attributable to Common Equity $ 1,032 $ 7,553 $ (3,556 ) $ 10,517 Effect of dilutive securities: Add: Dividends paid to Series E, E-1, G, G-1 preferred shareholders 83 795 Net income available to common and preferred shareholders for diluted earnings per share $ 7,636 $ 11,312 Denominator: Weighted average basic common shares outstanding 2,401,961 1,079,050 1,980,398 737,729 Weighted average additional common shares outstanding if preferred shares converted to common shares (if dilutive) — 25,433 — 103,775 Total weighted average common shares outstanding if preferred shares converted to common shares 2,401,961 1,104,483 1,980,398 841,064 Effect of dilutive securities: — — Restricted shares 3,426 3,426 Weighted average diluted shares outstanding 1,107,910 8,44,929 Earnings (loss) per common share: Basic $ 0.43 $ 7.00 $ (1.80 ) $ 14.26 Diluted $ 0.43 $ 6.89 $ (1.80 ) $ 13.40

GOODWILL (Tables)

GOODWILL (Tables)	9 Months Ended
	Oct. 01, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF GOODWILL	The following table provides a roll forward of goodwill: SCHEDULE OF GOODWILL October 1, 2022 January 1, 2022 Beginning balance, gross $ 23,828 $ 31,591 Acquisition 5,974 - Accumulated disposition - (1,577 ) Accumulated impairment losses - (6,073 ) Currency translation adjustment (2,106 ) (113 ) Ending balance, net $ 27,696 $ 23,828

DEBT (Tables)

DEBT (Tables)	9 Months Ended
	Oct. 01, 2022
Debt Disclosure [Abstract]
SCHEDULE OF DEBT	SCHEDULE OF DEBT October 1, 2022 January 1, 2022 Jackson Investment Group - related party $ 9,016 $ 8,949 Redeemable Series H Preferred Stock 9,000 - HSBC Term Loan 345 809 Total Debt, Gross 18,361 9,758 Less: Debt Discount and Deferred Financing Costs, Net (660 ) (256 ) Total Debt, Net 17,701 9,502 Less: Non-Current Portion (17,356 ) (279 ) Total Current Debt, Net $ 345 $ 9,223

LEASES (Tables)

LEASES (Tables)	9 Months Ended
	Oct. 01, 2022
Leases
SCHEDULE OF LEASE, COST	Quantitative information regarding the Company’s leases for the three months ended October 1, 2022 is as follows: SCHEDULE OF LEASE, COST Lease Cost Classification Fiscal 2022 Operating lease cost SG&A Expenses 1,285 Other information Weighted average remaining lease term (years) 6.27 Weighted average discount rate 6.30 %
SCHEDULE OF OPERATING LEASE LIABILITY MATURITY	SCHEDULE OF OPERATING LEASE LIABILITY MATURITY Future Lease Payments 2022 $ 365 2023 1,688 2024 1,618 2025 1,531 2026 1,545 Thereafter 5,546 Total $ 12,293 Less: Imputed Interest 2,806 Operating lease, liability $ 9,487 Leases - Current $ 1,010 Leases - Non current $ 8,477

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	9 Months Ended
	Oct. 01, 2022
Equity [Abstract]
SCHEDULE OF STOCKHOLDERS EQUITY	The Company issued the following shares of common stock during the nine months ended October 1, 2022: SCHEDULE OF STOCKHOLDERS EQUITY Number of Common Shares Fair Value Fair Value at Issuance Shares issued to/for: Issued Issued per share) Equity raise 657,858 $ 4,013 $ 6.10 $ 6.10 Board and committee members 2,000 17 7.40 9.65 Consultants 1,000 7 7.40 7.40 660,858 $ 4,037 The Company issued the following shares of common stock during the nine months ended October 2, 2021: Number of Common Fair Value of Shares Fair Value at Issuance Shares issued to/for: Issued Issued per share) Equity raise 858,532 $ 30,315 $ 21.00 $ 54.00 Conversion of Series F Preferred Stock 130,490 4107 31.50 31.50 Consultants 167 3 18.40 18.40 Conversion of Series A Preferred Stock 451 - - - Employees 5,082 275 54.00 54.00 Board and Board committee members 94 5 51.60 51.60 Long Term Incentive Plan 2,584 133 51.60 51.60 997,400 $ 34,838
SCHEDULE OF UNVESTED RESTRICTED SHARES ACTIVITY	SCHEDULE OF UNVESTED RESTRICTED SHARES ACTIVITY Weighted Restricted Average Shares Price Per Share Balance at January 2, 2021 1,030 $ 75.00 Granted 19,115 29.20 Vested/adjustments (14,198 ) 29.00 Balance at January 1, 2022 5,947 50.00 Granted 2,000 8.55 Vested/adjustments (259 ) 101.60 Balance at October 1, 2022 7,688 36.64
SCHEDULE OF WARRANTS ACTIVITY	Transactions involving the Company’s warrant issuances are summarized as follows: SCHEDULE OF WARRANTS ACTIVITY Weighted Number of Average Shares Exercise Price Outstanding at January 2, 2021 26,285 59.40 Issued 995,452 25.97 Exercised (49,242 ) 0.0001 Expired or cancelled — — Outstanding at January 1, 2022 972,495 26.88 Issued 1,365,053 5.91 Exercised — — Expired or cancelled (658,192 ) 26.08 Outstanding at October 1, 2022 1,679,356 10.21
SCHEDULE OF WARRANTS OUTSTANDING	The following table summarizes warrants outstanding as of October 1, 2022: SCHEDULE OF WARRANTS OUTSTANDING Weighted Average Number Remaining Weighted Outstanding Contractual Average Exercise Price and Exercisable Life (years) Exercise price $ 5.80 3,750 1,679,690 5.26 10.21
SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS, ACTIVITY	A summary of option activity during the nine months ended October 1, 2022 is presented below: SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS, ACTIVITY Weighted Average Options Exercise Price Outstanding at January 2, 2021 1,302 1,665.60 Granted — — Exercised — — Expired or cancelled — — Outstanding at January 1, 2022 1,302 1,665.60 Granted 50,000 7.80 Exercised — — Expired or cancelled — — Outstanding at October 1, 2022 51,302 50.06

ACQUISITION (Tables)

ACQUISITION (Tables)	9 Months Ended
	Oct. 01, 2022
Business Combination and Asset Acquisition [Abstract]
SCHEDULE OF BUSINESS ACQUISITION PURCHASE PRICE FAIR VALUE	The following table summarizes the preliminary allocation of the purchase price of the fair value of the assets acquired and liabilities assumed at the date of the acquisition: SCHEDULE OF BUSINESS ACQUISITION PURCHASE PRICE FAIR VALUE Current assets $ 10,833 Fixed assets 150 Other non-current assets 3,070 Intangible assets 5,800 Goodwill 5,974 Current liabilities (12,931 ) Other non-current liabilities (167 ) Consideration $ 12,729
SCHEDULE OF UNAUDITED PRO FORMA	The following unaudited pro forma consolidated results of operation have been prepared, as if the acquisition of Headway had occurred as of January 3, 2022 and January 1, 2021, respectively. SCHEDULE OF UNAUDITED PRO FORMA Three Months Ended Nine Months Ended October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021 Revenues $ 66,120 $ 73,492 $ 244,609 $ 224,072 Net Income (Loss) from continuing operations $ 1,032 $ 9,924 $ (1,710 ) $ 26,645

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	9 Months Ended
	Oct. 01, 2022
Segment Reporting [Abstract]
SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT	The Company generated revenue and gross profit by segment as follows: SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021 Three Months Ended Nine Months Ended October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021 Commercial Staffing - US $ 25,940 $ 29,601 $ 83,350 $ 88,240 Professional Staffing - US 25,756 4,536 45,292 12,215 Professional Staffing - UK 14,424 13,364 46,424 46,527 Total Revenue $ 66,120 $ 47,501 $ 175,066 $ 146,982 Commercial Staffing - US $ 5,034 $ 5,195 $ 15,197 $ 15,422 Professional Staffing - US 4,715 1,200 8,286 3,146 Professional Staffing - UK 2,576 3,229 7,874 8,090 Total Gross Profit $ 12,325 $ 9,624 $ 31,357 $ 26,658 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: Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Three Months Ended October 1, 2022 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 128 $ 245 $ 1,013 $ 1,386 Temporary Revenue 25,812 25,511 13,411 64,734 Total $ 25,940 $ 25,756 $ 14,424 $ 66,120 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Three Months Ended October 2, 2021 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 147 $ 328 $ 858 $ 1,333 Temporary Revenue 29,454 4,208 12,506 46,168 Total $ 29,601 $ 4,536 $ 13,364 $ 47,501 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Nine Months Ended October 1, 2022 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 357 $ 894 $ 3,116 $ 4,367 Temporary Revenue 82,993 44,398 43,308 170,699 Total $ 83,350 $ 45,292 $ 46,424 $ 175,066 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Nine Months Ended October 2, 2021 Commercial Staffing - US Professional Staffing - US Professional Staffing - UK Total Permanent Revenue $ 290 $ 851 $ 2,567 $ 3,708 Temporary Revenue 87,950 11,364 43,960 143,274 Total $ 88,240 $ 12,215 $ 46,527 $ 146,982 Total Revenue $ 88,240 $ 12,215 $ 46,527 $ 146,982 As of October 1, 2022 and January 1, 2022, the Company has assets in the U.S. and the U.K. as follows: October 1, 2022 January 1, 2022 United States $ 73,466 $ 49,652 United Kingdom 22,108 24,038 Total Assets $ 95,574 $ 73,690

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)	9 Months Ended
	Oct. 01, 2022
Related Party Transactions [Abstract]
SCHEDULE OF RELATED PARTY TRANSACTIONS	SCHEDULE OF RELATED PARTY TRANSACTIONS Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Nine Months Ended October 1, 2022 Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Dimitri Villard $ 75 400 $ 4 $ 4 Jeff Grout 75 400 4 4 Nick Florio 75 400 4 4 Vincent Cebula 75 400 4 2 Alicia Barker - 400 4 4 Board and committee member $ 300 2,000 $ 20 $ 18 Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Nine Months Ended October 2, 2021 Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Dimitri Villard 63 24 1 2 Jeff Grout 63 24 1 2 Nick Florio 63 24 1 2 Vincent Cebula 17 - 1 2 Alicia Barker - 24 - - 206 96 4 8

SUPPLEMENTAL CASH FLOW INFORM_2

SUPPLEMENTAL CASH FLOW INFORMATION (Tables)	9 Months Ended
	Oct. 01, 2022
Supplemental Cash Flow Elements [Abstract]
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION	SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION October 1, 2022 October 2, 2021 Nine Months Ended October 1, 2022 October 2, 2021 Cash paid for: Interest $ 2,849 $ 3,507 Income taxes 150 396 Non-Cash Investing and Financing Activities: Deferred purchase price of UK factoring facility $ 3,456 $ 5,234 Redeemable Series H Preferred Stock, net 8,265 — Debt discount 735 — Earnout liability 4,450 — Goodwill 5,974 — Intangible assets 5,800 — Warrant Modification 837 — Dividends accrued to related parties — 795 Deemed dividend — 1,798 Acquisition of Right of Use Assets — 2735 Conversion of Series E Preferred Stock – Related Party — 6,172 Conversion of Series E-1 Preferred Stock – Related Party — 1493 Conversion of Series G Preferred Stock – Related Party to debt — 6,172 Conversion of Series G-1 Preferred Stock – Related Party to debt — 1561

ORGANIZATION AND DESCRIPTION _2

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	May 18, 2022	Apr. 18, 2022	Oct. 01, 2022	Jan. 01, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Preferred stock, par or stated value per share			$ 0.00001	$ 0.00001
Stock Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash payment		$ 14
Convertible preferred stock, shares		9,000,000
Stock Purchase Agreement [Member] | Series H Convertible Preferred Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible preferred stock, shares		9,000,000
Payments to acquire businesses, gross	$ 9,000	$ 9,000
Preferred stock, par or stated value per share	$ 0.00001

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands		3 Months Ended			9 Months Ended		12 Months Ended
	Jun. 24, 2022	Oct. 01, 2022	Jan. 01, 2022	Oct. 02, 2021	Oct. 01, 2022	Oct. 02, 2021	Jan. 01, 2022	Nov. 21, 2022	Oct. 27, 2022	Sep. 15, 2017
Subsequent Event [Line Items]
Reverse stock split, description	one-for-ten
Accumulated deficit		$ 87,577	$ 84,021		$ 87,577		$ 84,021
Working capital deficit		13,761			13,761
Gross debt		18,361			18,361
Cash		1,753	4,558		1,753		4,558
Goodwill, impairment loss							6,073
Revenue		$ 66,120		$ 47,501	$ 175,066	$ 146,982
Effective income tax rate		5.43%		1.87%	1.48%	0.67%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent					21%
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax				$ 315		$ 219
Temporary Contractor Revenue [Member]
Subsequent Event [Line Items]
Revenue		$ 64,733		46,168	$ 170,698	143,274
Permanent Placement Revenue [Member]
Subsequent Event [Line Items]
Revenue		1,387		$ 1,333	4,368	$ 3,708
Staffing UK Reporting Unit [Member]
Subsequent Event [Line Items]
Goodwill, impairment loss			3,104
Midcap Financial Trust [Member]
Subsequent Event [Line Items]
Revolving loan facility		$ 11,612	$ 13,405		$ 11,612		$ 13,405			$ 25,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Cash								$ 2,817
Subsequent Event [Member] | Third Amended and Restated Note Purchase Agreement [Member] | Midcap Financial Trust [Member]
Subsequent Event [Line Items]
Revolving loan facility									$ 25,000
Subsequent Event [Member] | Promissory Note [Member] | Third Amended and Restated Note Purchase Agreement [Member]
Subsequent Event [Line Items]
Debt Instrument, Interest Rate, Stated Percentage									12%
Debt instrument, face amount									$ 9,000

SCHEDULE OF EARNINGS PER SHARE,

SCHEDULE OF EARNINGS PER SHARE,BASIC AND DILUTED (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2022	Oct. 02, 2021	Oct. 01, 2022	Oct. 02, 2021
Earnings Per Share [Abstract]
Net Income (Loss)	$ 1,032	$ 8,713	$ (3,556)	$ 14,873
Less: Dividends paid to Series A preferred shareholders
Less: Dividends paid to Series E, E-1, G, G-1 preferred shareholders		(83)		(795)
Less: Deemed dividend				(1,798)
Less: Net income allocated to participating equity		(1,077)		(1,763)
Net Income (Loss) Attributable to Common Equity	$ 1,032	7,553	$ (3,556)	10,517
Add: Dividends paid to Series E, E-1, G, G-1 preferred shareholders		83		795
Net income available to common and preferred shareholders for diluted earnings per share		$ 7,636		$ 11,312
Weighted average basic common shares outstanding	2,401,961	1,079,050	1,980,398	737,729
Weighted average additional common shares outstanding if preferred shares converted to common shares (if dilutive)		25,433		103,775
Total weighted average common shares outstanding if preferred shares converted to common shares	2,401,961	1,104,483	1,980,398	841,064
Restricted shares		3,426		3,426
Weighted average diluted shares outstanding		1,107,910		844,929
Basic	$ 0.43	$ 7	$ (1.80)	$ 14.26
Diluted	$ 0.43	$ 6.89	$ (1.80)	$ 13.40

ACCOUNTS RECEIVABLE FINANCING (

ACCOUNTS RECEIVABLE FINANCING (Details Narrative) £ in Thousands, $ in Thousands					1 Months Ended	9 Months Ended
	Dec. 31, 2021	Jun. 28, 2018 GBP (£)	Feb. 08, 2018 GBP (£)	Sep. 15, 2017 USD ($)	Jul. 31, 2019 GBP (£)	Oct. 01, 2022 USD ($)	Oct. 02, 2021 USD ($)	Jan. 01, 2022 USD ($)
Collection of UK factoring facility deferred purchase price						$ 5,282	$ 5,349
ASU 2016-16 [Member]
Collection of UK factoring facility deferred purchase price						4,683	$ 5,234
Midcap Financial Trust [Member]
Letter of credit				$ 25,000		11,612		$ 13,405
Line of credit facility additional borrowing capacity				$ 25,000
Line of credit facility, maturity date				Apr. 08, 2019
White Oak Commercial Finance LLC [Member]
Letter of credit						0
Guaranteed amount						1,000
Line of credit facility aggregate amount						$ 10,000,000
Line of credit, description						The borrowing base is defined as the sum of the following: (a) 95% of the eligible ordinary receivables, as defined, and (b) the lessor of (i) $3,000,000 or (ii) 95% of the Company’s outstanding eligible unbilled receivables, as defined, less the sum of the following: (c) 100% of the undrawn amount of all letters of credit outstanding, (d) the special availability reserve, (e) the quarterly tax reserve and (f) the amount all other availability reserves in effect as such time.
Line of credit bear interest						0.25%
Line of credit facility borrowing outstanding						$ 7,417
Line of credit						$ 2,000,000
Letter of credit percentage						6.25%
White Oak Commercial Finance LLC [Member] | Interest Rate Floor [Member]
Line of credit bear interest	7%					7%
White Oak Commercial Finance LLC [Member] | London Interbank Offered Rate (LIBOR) [Member]
Line of credit bear interest						5%
HSBC Invoice Finance (UK) Ltd [Member] | New Facility [Member]
Line of credit facility aggregate amount | £			£ 11,500
Borrowing fund description			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.)
Line of credit facility increase decrease for period net | £		£ 20,000	£ 11,500		£ 22,500
Line of credit facility, commitment fee percentage			1.80%
Line of credit facility unbilled receivables | £		£ 1,500	£ 1,000

SCHEDULE OF GOODWILL (Details)

SCHEDULE OF GOODWILL (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Oct. 01, 2022	Jan. 01, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Beginning balance, gross	$ 23,828	$ 31,591
Acquisition	5,974
Accumulated disposition		(1,577)
Accumulated impairment losses		(6,073)
Currency translation adjustment	(2,106)	(113)
Ending balance, net	$ 27,696	$ 23,828

GOODWILL (Details Narrative)

GOODWILL (Details Narrative) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Jan. 01, 2022	Oct. 01, 2022	Jan. 01, 2022	May 18, 2022
Goodwill [Line Items]
Goodwill, impairment loss			$ 6,073
Goodwill	$ 23,828	$ 27,696	$ 23,828	$ 5,974
Staffing UK Reporting Unit [Member]
Goodwill [Line Items]
Goodwill, impairment loss	$ 3,104

SCHEDULE OF DEBT (Details)

SCHEDULE OF DEBT (Details) - USD ($) $ in Thousands	Oct. 01, 2022	Jan. 01, 2022
Short-Term Debt [Line Items]
Total Debt, Gross	$ 18,361	$ 9,758
Less: Debt Discount and Deferred Financing Costs, Net	(660)	(256)
Total Debt, Net	17,701	9,502
Less: Non-Current Portion	(17,356)	(279)
Total Current Debt, Net	345	9,223
Series H Preferred Stock [Member]
Short-Term Debt [Line Items]
Total Debt, Gross	9,000
Jackson Investment Group - Related Party [Member]
Short-Term Debt [Line Items]
Total Debt, Gross	9,016	8,949
HSBC Term Loan [Member]
Short-Term Debt [Line Items]
Total Debt, Gross	$ 345	$ 809

DEBT (Details Narrative)

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

1 Months Ended

3 Months Ended

5 Months Ended

9 Months Ended

12 Months Ended

Oct. 27, 2022 USD ($) $ / shares

May 18, 2022 USD ($) $ / shares shares

Oct. 28, 2021 USD ($)

Aug. 05, 2021 USD ($)

Jul. 20, 2021 USD ($) shares

May 06, 2021 shares

Apr. 21, 2021 USD ($)

Feb. 05, 2021

Jan. 04, 2021 USD ($) shares

Oct. 31, 2020 $ / shares

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

May 15, 2020 GBP (£)

Aug. 29, 2019 USD ($) shares

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

Aug. 27, 2018 USD ($) shares

Jun. 28, 2018 GBP (£)

Feb. 08, 2018 GBP (£)

Sep. 15, 2017 USD ($)

May 18, 2022 USD ($) $ / shares shares

Jul. 21, 2021 USD ($) shares

Jul. 31, 2019 GBP (£)

Oct. 01, 2022 USD ($) $ / shares shares

Apr. 02, 2022 $ / shares

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

May 28, 2020 USD ($) shares

Oct. 01, 2022 USD ($) $ / shares shares

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

Jan. 31, 2021 USD ($)

Dec. 28, 2019

Jul. 02, 2022 USD ($)

Jan. 01, 2022 USD ($) $ / shares

Oct. 31, 2021 $ / shares

Jul. 22, 2021 USD ($)

Jan. 02, 2021 USD ($)

Debt Instrument [Line Items]

Stock issued during period, shares, new issues | shares

660,858

997,400

Divided average closing price | $ / shares

$ 25

Proceeds from issuance of debt

$ 67,000

Stock Issued During Period, Value, New Issues

$ 3,460,000

$ 12,468,000

$ 3,460,000

$ 30,315,000

Preferred stock, par or stated value per share | $ / shares

$ 0.00001

$ 0.00001

$ 0.00001

Long term debt, gross

$ 18,361,000

$ 18,361,000

$ 9,758,000

Common Stock [Member]

Debt Instrument [Line Items]

Stock issued during period, shares, new issues | shares

657,858

657,858

858,532

Stock Issued During Period, Value, New Issues

HSBC Bank [Member]

Debt Instrument [Line Items]

Principal balance | £

£ 1,000

Debt Instrument, Description

three-year term loan

Long term debt, gross

$ 345,000

Series E Preferred Stock [Member]

Debt Instrument [Line Items]

Preferred stock, liquidation preference per share | $ / shares

$ 10,000

Preferred stock, redemption amount

4,100,000

4,100,000

$ 2,100,000

Deemed dividends

$ 389,000

$ 389,000

Series G-1 Preferred Stock [Member]

Debt Instrument [Line Items]

Conversion of stock, shares issued | shares

1,561

Series E-1 Preferred Stock [Member]

Debt Instrument [Line Items]

Preferred stock, par or stated value per share | $ / shares

$ 60

Conversion price | $ / shares

$ 60

$ 60

$ 60

Beneficial conversion feature

$ 4,280,000

Impact to additional paid-in capital

$ 0

$ 0

Series G Preferred Stock [Member]

Debt Instrument [Line Items]

Preferred stock, redemption amount

$ 2,080,000

Conversion of stock, shares issued | shares

6,172

Series H Preferred Stock [Member]

Debt Instrument [Line Items]

Preferred stock redemption description

The redemption price represents the number of shares of the Preferred Stock (9,000,000), plus all accrued but unpaid dividends, multiplied by the Stated Value ($1). On May 18, 2022, the Company paid $14 towards the Series H Preferred Stock balance.

Preferred stock, par or stated value per share | $ / shares

$ 0.00001

$ 0.00001

Long term debt, gross

$ 9,000,000

$ 9,000,000

Debt instrument issuance of aggregate shares | shares

9,000,000

9,000,000

Preferred stock conversion price | $ / shares

$ 25.714

$ 25.714

Cash dividends per annum rate

12%

Redemption price

$ 8,265

$ 8,265

$ 9,000

Fair value financing charge

$ 735

Series H Preferred Stock [Member] | Common Stock [Member]

Debt Instrument [Line Items]

Debt instrument issuance of aggregate shares | shares

350,000

350,000

Series H Preferred Stock [Member] | Headway [Member]

Debt Instrument [Line Items]

Ownership percentage

100%

100%

Minimum [Member]

Debt Instrument [Line Items]

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

$ 5.80

$ 5.80

Maximum [Member]

Debt Instrument [Line Items]

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

$ 3,750,000

$ 3,750,000

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

$ 30

$ 30

12% Senior Secured Note [Member]

Debt Instrument [Line Items]

Principal balance

$ 7,733,000

Debt Instrument, Interest Rate, Stated Percentage

12%

Proceeds from issuance of private placement

$ 9,250,000

$ 3,217,000

$ 6,760,000

Debt instrument, periodic payment

13,449,000

16,730,000

21,700,000

Proceeds from bank debt

$ 4,500,000

$ 3,281,000

$ 5,000,000

12% Senior Secured Note [Member] | Series G Convertible Preferred Stock [Member]

Debt Instrument [Line Items]

Debt conversion, converted instrument, shares issued | shares

6,172

Convertible debt

$ 6,172,000

12% Senior Secured Note [Member] | Series G-1 Preferred Stock [Member]

Debt Instrument [Line Items]

Debt conversion, converted instrument, shares issued | shares

1,561

Convertible debt

$ 1,561,000

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

$ 99.60

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

$ 60

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

Debt Instrument [Line Items]

Preferred stock redemption description

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 2020 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 paid $13,556 of the 2020 Jackson Note and redeemed 4,518 shares of the Series E Convertible Preferred Stock.

HSBC Invoice Finance (UK) Ltd [Member] | New Facility [Member]

Debt Instrument [Line Items]

Line of Credit Facility, Increase (Decrease), Net | £

£ 20,000

£ 11,500

£ 22,500

Unbilled receivables | £

£ 1,500

£ 1,000

Line of Credit Facility, Expiration Period

12 months

Line of Credit Facility, Commitment Fee Percentage

1.80%

2017 Jackson Note [Member]

Debt Instrument [Line Items]

Principal balance

$ 11,165,000

Debt Instrument, Maturity Date

Sep. 15, 2020

Debt instrument, payment terms

The 2017 Jackson Note will accrue interest at 12% per annum, due quarterly on January 1, April 1, July 1 and October 1 in each year, with the first such payment due on January 1, 2018.

Debt Instrument, Interest Rate, Stated Percentage

12%

Jackson Note [Member]

Debt Instrument [Line Items]

Class of warrant or right, outstanding | shares

15,092

Note Purchase Agreement [Member] | 12% Senior Secured Note [Member]

Debt Instrument [Line Items]

Debt Instrument, Maturity Date

Sep. 30, 2022

Debt instrument, interest rate during period

17%

Note Purchase Agreement [Member] | 2017 Jackson Note [Member]

Debt Instrument [Line Items]

Principal balance

$ 40,000,000

Amended and Restated Note Purchase Agreement [Member] | Jackson Note [Member]

Debt Instrument [Line Items]

Debt instrument, frequency of periodic payment

quarterly

Debt instrument, date of first required payment

Jan. 01, 2018

Debt instrument, interest payment description

Interest on any overdue payment of principal or interest due under the 2017 Jackson Note will accrue at a rate per annum that is 5% in excess of the rate of interest otherwise payable thereunder.

Debt instrument, incremental percentage on interest rate

5%

Amended Agreement [Member] | Jackson Note [Member]

Debt Instrument [Line Items]

Principal balance

$ 8,428,000

Purchase Agreement Closing Fee

280,000

Purchase Agreement Legal Fee

$ 39,000

Stock issued during period, shares, new issues | shares

19,200

Fourth Omnibus Amendment and Reaffirmation Agreement [Member] | Jackson Investment Group, LLC [Member] | FirstPro Reporting Unit [Member]

Debt Instrument [Line Items]

Principal balance

$ 2,538,000

Debt Instrument, Interest Rate, Stated Percentage

18%

Debt instrument, interest payment description

All accrued and unpaid interest on the outstanding principal balance of the 2019 Jackson Note was due and payable monthly on the first day of each month, beginning on October 1, 2019.

Debt instrument, date of first interest payment

Oct. 01, 2019

Debt instrument, default of payment description

Pursuant to the terms of the 2019 Jackson Note, if the 2019 Jackson Note was not repaid by December 31, 2019, the Company was required to issue 1,667 shares of its common stock to Jackson on a monthly basis until the 2019 Jackson Note is fully repaid, subject to certain exceptions to comply with Nasdaq listing standards.

Number of common shares issuable on monthly basis in event of default | shares

1,667

Additional expense related to issuance of common stock

$ 324,000

Number of common shares issued in event of default | shares

8,334,000

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 $35.00 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 $35.00, and if such average closing price were greater than $210.00 then the average closing price for these purposes would be deemed to be $210.00.

Preferred stock, liquidation preference per share | $ / shares

$ 10,000

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

Debt Instrument [Line Items]

Conversion price | $ / shares

106.80

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

Debt Instrument [Line Items]

Conversion price | $ / shares

$ 99.60

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

Debt Instrument [Line Items]

Amendment fee

$ 488,000

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

Debt Instrument [Line Items]

Principal balance

$ 35,700,000

Debt Instrument, Maturity Date

Sep. 30, 2022

Amendment fee

$ 488,000

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

Debt Instrument [Line Items]

Debt Instrument, Interest Rate, Stated Percentage

12%

12%

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

Debt Instrument [Line Items]

Debt Instrument, Interest Rate, Stated Percentage

50%

50%

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

Debt Instrument [Line Items]

Principal balance

$ 3,000,000

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

$ 210

$ 210

Amended and Restated Warrant Agreement [Member] | Jackson Investment Group, LLC [Member] | Subsequent Event [Member]

Debt Instrument [Line Items]

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

$ 60

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

Debt Instrument [Line Items]

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 was increased by $166.

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

$ 30

$ 30

Prepayment cost

$ 3,029,000

Securities Purchase Agreement [Member]

Debt Instrument [Line Items]

Principal balance

$ 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]

Stock repurchased during period, value

$ 390,000

Stock repurchased during period, shares | shares

390

Preferred stock, shares outstanding | shares

10,690

Preferred stock par stated value

$ 10,690,000

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

Debt Instrument [Line Items]

Principal balance

$ 32,710,000

April 2021 Securities Purchase Agreement [Member]

Debt Instrument [Line Items]

Proceeds from issuance of private placement

$ 4,200,000

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

Debt Instrument [Line Items]

Proceeds from issuance of debt

3,200,000

Debt instrument, periodic payment

$ 19,154,000

Third Amended and Restated Note Purchase Agreement [Member] | Jackson Investment Group, LLC [Member] | Subsequent Event [Member]

Debt Instrument [Line Items]

Principal balance

$ 9,000,000

Debt Instrument, Interest Rate, Stated Percentage

12%

Debt Instrument, Description

the Company is required to pay interest on the Jackson Note at a per annum rate of 12% and in the event the Company has not repaid in cash at least 50% of the outstanding principal balance of the Jackson Note by October 27, 2023, then interest on the outstanding principal balance of the Jackson Note shall continue to accrue at 16% per annum of the outstanding principal balance of the Jackson Note until the Jackson Note is repaid in full.

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, shares, new issues | shares

13,000

Stock Issued During Period, Value, New Issues

$ 13,000,000

Preferred stock, par or stated value per share | $ / shares

$ 10,000

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

561

Limited Consent and Waiver [Member]

Debt Instrument [Line Items]

Agreement description

the Company entered into a Limited Consent and Waiver with Jackson whereby, among other things, Jackson agreed that we may use 75% of the proceeds from the offering to redeem a portion of the 2020 Jackson Note, and 25% of the net proceeds from the offering to redeem a portion of the Base Series E Preferred Stock notwithstanding certain provisions of the certificate of designation for the Base Series E Preferred Stock that would have required the Company to use all the proceeds from the offering to redeem the Base Series E Preferred Stock.

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

Debt Instrument [Line Items]

Preferred stock description

The Series G Preferred Stock carried 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 had all the same terms, preferences and characteristics as the Series G Preferred Stock (including, without limitation, the right to receive cash dividends), except Series G-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 September 30, 2022, for a cash payment equal to the liquidation value plus any accrued and unpaid dividends thereon.

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

Debt Instrument [Line Items]

Preferred stock description

Each share of Series G Preferred Stock was initially convertible into 1,000 shares of common stock at any time from and after, (i) with respect to the Series G 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 was not required to pay any additional consideration in exchange for conversion of the Series G Preferred Stock into the Company’s common stock.

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

Debt Instrument [Line Items]

Stock issued during period, shares, new issues | shares

6,172

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

Debt Instrument [Line Items]

Stock issued during period, shares, new issues | shares

1,493

SCHEDULE OF LEASE, COST (Detail

SCHEDULE OF LEASE, COST (Details) $ in Thousands	9 Months Ended
	Oct. 01, 2022 USD ($)
Weighted average remaining lease term (years)	6 years 3 months 7 days
Weighted average discount rate	6.30%
Selling, General and Administrative Expenses [Member]
Operating lease cost	$ 1,285

SCHEDULE OF OPERATING LEASE LIA

SCHEDULE OF OPERATING LEASE LIABILITY MATURITY (Details) - USD ($) $ in Thousands	Oct. 01, 2022	May 31, 2022	May 18, 2022	Apr. 30, 2022	Jan. 01, 2022
Leases
2022	$ 365
2023	1,688
2024	1,618
2025	1,531
2026	1,545
Thereafter	5,546
Total	12,293
Less: Imputed Interest	2,806
Operating lease, liability	9,487	$ 1,555	$ 1,829	$ 2,048
Leases - Current	1,010				$ 1,006
Leases - Non current	$ 8,477				$ 4,568

LEASES (Details Narrative)

LEASES (Details Narrative) - USD ($) $ in Thousands	Oct. 01, 2022	May 31, 2022	May 18, 2022	Apr. 30, 2022	Jan. 01, 2022	Sep. 30, 2021	Jan. 02, 2021
Operating lease, right-of-use asset	$ 8,693		$ 1,635		$ 5,578
Operating lease liability	9,487	$ 1,555	$ 1,829	$ 2,048
Operating lease term		10 years		10 years
New Lease Agreement [Member]
Operating lease liability						$ 2,761
Lessee, operating lease, renewal term						8 years
Accounting Standards Update 2018-11 [Member]
Operating lease, right-of-use asset	8,693						$ 5,578
Operating lease liability	$ 9,487						$ 5,574

SCHEDULE OF STOCKHOLDERS EQUITY

SCHEDULE OF STOCKHOLDERS EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Oct. 02, 2022	Oct. 01, 2022	Oct. 02, 2021
Subsidiary, Sale of Stock [Line Items]
Number of Common Shares Issued		660,858	997,400
Fair Value of Shares Issued		$ 4,037	$ 34,838
Long-term Incentive Plan [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Common Shares Issued			2,584
Fair Value of Shares Issued			$ 133
Board and Committee Members [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Common Shares Issued		2,000	94
Fair Value of Shares Issued		$ 17	$ 5
Consultant [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Common Shares Issued	167	1,000
Fair Value of Shares Issued	$ 3	$ 7
Employees [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Common Shares Issued			5,082
Fair Value of Shares Issued			$ 275
Minimum [Member] | Long-term Incentive Plan [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)			$ 51.60
Minimum [Member] | Board and Committee Members [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)		$ 7.40	51.60
Minimum [Member] | Consultant [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)	$ 18.40	7.40
Minimum [Member] | Employees [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)			54
Maximum [Member] | Board and Committee Members [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)	$ 18.40	9.65	51.60
Maximum [Member] | Consultant [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)		$ 7.40
Maximum [Member] | Employees [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)			$ 54
Equity Raise [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Common Shares Issued		657,858	858,532
Fair Value of Shares Issued		$ 4,013	$ 30,315
Equity Raise [Member] | Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)		$ 6.10	$ 21
Equity Raise [Member] | Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)		$ 6.10	$ 54
Conversion of Series F Preferred Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Common Shares Issued			130,490
Fair Value of Shares Issued			$ 4,107
Conversion of Series F Preferred Stock [Member] | Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)			$ 31.50
Conversion of Series F Preferred Stock [Member] | Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)			$ 31.50
Conversion of Series A Preferred Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Number of Common Shares Issued			451
Fair Value of Shares Issued
Conversion of Series A Preferred Stock [Member] | Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)
Conversion of Series A Preferred Stock [Member] | Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Fair Value at Issuance (per Share)

SCHEDULE OF UNVESTED RESTRICTED

SCHEDULE OF UNVESTED RESTRICTED SHARES ACTIVITY (Details) - $ / shares	9 Months Ended	12 Months Ended
	Oct. 01, 2022	Jan. 01, 2022
Equity [Abstract]
Restricted Shares, Beginning balance	5,947	1,030
Weighted Average Price Per Share, Beginning balance	$ 50	$ 75
Restricted Shares, Granted	2,000	19,115
Weighted Average Price Per Share, Granted	$ 8.55	$ 29.20
Restricted Shares, Vested/adjustments	(259)	(14,198)
Weighted Average Price Per Share, Vested/adjustments	$ 101.60	$ 29
Restricted Shares, Ending balance	7,688	5,947
Weighted Average Price Per Share, Ending balance	$ 36.64	$ 50

SCHEDULE OF WARRANTS ACTIVITY (

SCHEDULE OF WARRANTS ACTIVITY (Details) - $ / shares	9 Months Ended	12 Months Ended
	Oct. 01, 2022	Jan. 01, 2022
Equity [Abstract]
Number of Shares, Outstanding Beginning Balance	972,495	26,285
Weighted Average Exercise Price, Outstanding Beginning Balance	$ 26.88	$ 59.40
Number of Shares, Issued	1,365,053	995,452
Weighted Average Exercise Price, Issued	$ 5.91	$ 25.97
Number of Shares, Exercised		(49,242)
Weighted Average Exercise Price, Exercised		$ 0.0001
Number of Shares, Expired or Cancelled	(658,192)
Weighted Average Exercise Price, Expired or Cancelled	$ 26.08
Number of Shares, Outstanding Ending Balance	1,679,356	972,495
Weighted Average Exercise Price, Outstanding Ending Balance	$ 10.21	$ 26.88

SCHEDULE OF WARRANTS OUTSTANDIN

SCHEDULE OF WARRANTS OUTSTANDING (Details)	9 Months Ended
	Oct. 01, 2022 $ / shares shares
Class of Warrant or Right, Number Outstanding and Exercisable | shares	1,679,690
Weighted Average Remaining Contractual Life (years)	5 years 3 months 3 days
Weighted Average Exercise Price	$ 10.21
Minimum [Member]
Exercise Price	5.80
Maximum [Member]
Exercise Price	$ 3,750,000

SCHEDULE OF SHARE-BASED COMPENS

SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS, ACTIVITY (Details) - $ / shares	9 Months Ended	12 Months Ended
	Oct. 01, 2022	Jan. 01, 2022
Equity [Abstract]
Options Outstanding, Beginning Balance	1,302	1,302
Weighted Average Exercise Price, Beginning Balance	$ 1,665.60	$ 1,665.60
Options Granted	50,000
Weighted Average Exercise Price, Granted	$ 7.80
Options Exercised
Weighted Average Exercise Price, Exercised
Options Expired or Cancelled
Weighted Average Exercise Price, Expired or Cancelled
Options Outstanding, Ending Balance	51,302	1,302
Weighted Average Exercise Price, Ending Balance	$ 50.06	$ 1,665.60

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended			9 Months Ended			12 Months Ended
	Jul. 07, 2022	May 03, 2022	Oct. 01, 2022	Jul. 02, 2022	Oct. 02, 2021	Oct. 02, 2022	Oct. 01, 2022	Oct. 02, 2021	Jan. 01, 2022	Dec. 27, 2021	Dec. 26, 2021
Class of Stock [Line Items]
Common stock, par value			$ 0.00001				$ 0.00001		$ 0.00001	$ 0.00001
Common stock, shares authorized			40,000,000				40,000,000		40,000,000	200,000,000	40,000,000
Preferred stock, par value			$ 0.00001				$ 0.00001		$ 0.00001
Grants in period shares							2,000		19,115
Share based compensation expense							$ 325	$ 350
Omnibus Incentive Plan [Member]
Class of Stock [Line Items]
Share based compensation expense			$ 17		$ 54		$ 6	19
Minimum [Member]
Class of Stock [Line Items]
Warrants exercise price			$ 5.80				$ 5.80
Maximum [Member]
Class of Stock [Line Items]
Warrants exercise price			$ 3,750,000				$ 3,750,000
Restricted Stocks [Member]
Class of Stock [Line Items]
Share based compensation expense			$ 21		$ 5		$ 64	$ 323
April 2021 Securities Purchase Agreement [Member] | Second Amended and Restated 12% Senior Secured Note [Member]
Class of Stock [Line Items]
Share based payment award vesting period terms							three years
Grants in period shares							1,000
Warrant Purchase Agreement [Member]
Class of Stock [Line Items]
Warrants expiration description	expiration dates that ranged from July 22, 2026 to November 1, 2026
Warrant Purchase Agreement [Member] | Minimum [Member]
Class of Stock [Line Items]
Warrants exercise price	$ 18.50
Warrant Purchase Agreement [Member] | Maximum [Member]
Class of Stock [Line Items]
Warrants exercise price	$ 38
Warrant Purchase Agreement [Member] | Nine Existing Participating Investors [Member]
Class of Stock [Line Items]
Warrants to purchase	657,858
Amended Warrant Agreements [Member]
Class of Stock [Line Items]
Warrants exercise price	$ 5.85
Warrants expiration description	extended the expiration date to January 7, 2028, the date that is five and one-half years following the closing of the July 2022 Private Placement
Fair value of warrants	$ 837
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Dividends, Preferred Stock						$ 125	$ 125
Series J Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, par value		$ 0.00001	$ 0.00001				$ 0.00001		$ 0.00001
Series preferred stock, shares designated				0.0001
Issued shares				17,618.3
Redemption share price				$ 0.1761
Series J Preferred Stock [Member] | Stock Purchase Agreement [Member]
Class of Stock [Line Items]
Preferred stock, voting rights		The Company held a special meeting of stockholders on June 23, 2022 (the “Special Meeting”) for the purpose of voting on a Reverse Stock Split Proposal and an Adjournment Proposal. Each share of Series J Preferred Stock entitled the holder thereof to 1,000,000 votes per share and each fraction of a share of Series J Preferred Stock had a ratable number of votes. Thus, each one-thousandth of a share of Series J Preferred Stock entitled the holder thereof to 1,000 votes. All shares of Series J Preferred Stock that were not present in person or by proxy at the Special Meeting as of immediately prior to the opening of the polls at such meeting (the “Initial Redemption Time”) were automatically redeemed by the Company at the Initial Redemption Time before the vote without further action on the part of the Company or the holder of shares of Series J Preferred Stock (the “Initial Redemption”). All shares that were not redeemed pursuant to the Initial Redemption were redeemed automatically upon the approval by the Company’s stockholders of the Reverse Stock Split Proposal at the Special Meeting (the “Subsequent Redemption”). As a result, no shares of Series J Preferred Stock remain outstanding.

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands				1 Months Ended	9 Months Ended
	Sep. 30, 2022	May 18, 2022	Feb. 26, 2020	Apr. 30, 2023	Oct. 01, 2022	Jan. 01, 2022
Loss Contingencies [Line Items]
Retention bonus					$ 3,573	$ 2,503
Alleged damages			$ 6,000
Earnout liabilities					8,344	$ 4,054
Earnout payments	$ 4,054
New York Action [Member] | Pamela D. Whitaker [Member]
Loss Contingencies [Line Items]
Alleged damages					4,054
New York Action [Member] | Pamela D. Whitaker [Member] | Headway Workforce Solutions [Member]
Loss Contingencies [Line Items]
Earnout liabilities					4,054
Retention Bonus [Member]
Loss Contingencies [Line Items]
Retention bonus					$ 550
Headway Workforce Solutions [Member]
Loss Contingencies [Line Items]
Earnout payment		$ 4,450
Business combination consideration transferred		4,290
Payments to acquire businesses gross		$ 160
Headway Workforce Solutions [Member] | Forecast [Member]
Loss Contingencies [Line Items]
Threshold amount				$ 2,000
Business combination consideration transferred				$ 5,000
Headway Workforce Solutions [Member] | Contingent Payment One [Member]
Loss Contingencies [Line Items]
Contingent payment description		Adjusted EBITDA of $0 or less than $0= no Contingent Payment
Headway Workforce Solutions [Member] | Contingent Payment Two [Member]
Loss Contingencies [Line Items]
Contingent payment description		Adjusted EBITDA of $500 x 2.5 multiple= $1,250 Contingent Payment
Headway Workforce Solutions [Member] | Contingent Payment Three [Member]
Loss Contingencies [Line Items]
Contingent payment description		Adjusted EBITDA of $1,000 x 2.5 multiple= $2,500 Contingent Payment
Headway Workforce Solutions [Member] | Contingent Payment Four [Member]
Loss Contingencies [Line Items]
Contingent payment description		Adjusted EBITDA of $1,800 x 2.5 multiple= $4,500 Contingent Payment
Headway Workforce Solutions [Member] | Contingent Payment Five [Member]
Loss Contingencies [Line Items]
Contingent payment description		Adjusted EBITDA of $2,000 or more x 2.5 multiple= $5,000 Contingent Payment

SCHEDULE OF BUSINESS ACQUISITIO

SCHEDULE OF BUSINESS ACQUISITION PURCHASE PRICE FAIR VALUE (Details) - Headway Workforce Solutions [Member] - USD ($) $ in Thousands	Oct. 02, 2022	Oct. 01, 2022
Business Acquisition [Line Items]
Current assets	$ 10,833
Fixed assets	150
Other non-current assets	3,070
Intangible assets	5,800	$ 5,800
Goodwill	5,974
Current liabilities	(12,931)
Other non-current liabilities	(167)
Consideration	$ 12,729

SCHEDULE OF UNAUDITED PRO FORMA

SCHEDULE OF UNAUDITED PRO FORMA (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2022	Oct. 02, 2021	Oct. 01, 2022	Oct. 02, 2021
Business Combination and Asset Acquisition [Abstract]
Revenues	$ 66,120	$ 73,492	$ 244,609	$ 224,072
Net Income (Loss) from continuing operations	$ 1,032	$ 9,924	$ (1,710)	$ 26,645

ACQUISITION (Details Narrative)

ACQUISITION (Details Narrative) - USD ($) $ in Thousands			3 Months Ended		9 Months Ended
	May 18, 2022	Apr. 18, 2022	Oct. 01, 2022	Oct. 02, 2021	Oct. 01, 2022	Oct. 02, 2021	Oct. 02, 2022
Business Acquisition [Line Items]
Operating expenses			$ 11,830	$ 9,151	$ 32,556	$ 27,933
Headway Workforce Solutions [Member]
Business Acquisition [Line Items]
Payments to acquire business	$ 160
Business combination consideration transferred	4,290
Intangible assets			$ 5,800		5,800		$ 5,800
Operating expenses					$ 449
Stock Purchase Agreement [Member]
Business Acquisition [Line Items]
Payments to acquire receivables		$ 14
Stock issued during period, shares, conversion of convertible securities		9,000,000
Stock Purchase Agreement [Member] | Series H Convertible Preferred Stock [Member]
Business Acquisition [Line Items]
Stock issued during period, shares, conversion of convertible securities		9,000,000
Payments to acquire business	$ 9,000	$ 9,000
Stock Purchase Agreement [Member] | Series H Convertible Preferred Stock [Member] | Headway Workforce Solutions [Member]
Business Acquisition [Line Items]
Business combination consideration transferred		$ 4,450

SCHEDULE OF SEGMENT REPORTING I

SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2022	Oct. 02, 2021	Oct. 01, 2022	Oct. 02, 2021	Jan. 02, 2022	Jan. 01, 2022
Segment Reporting Information [Line Items]
Total Revenue	$ 66,120	$ 47,501	$ 175,066	$ 146,982
Total Gross Profit	12,325	9,624	31,357	26,658
Total Assets	95,574		95,574		$ 73,690	$ 73,690
Permanent Placement Revenue [Member]
Segment Reporting Information [Line Items]
Total Revenue	1,386	1,333	4,367	3,708
Temporary Contractor Revenue [Member]
Segment Reporting Information [Line Items]
Total Revenue	64,734	46,168	170,699	143,274
UNITED STATES
Segment Reporting Information [Line Items]
Total Assets	73,466		73,466		49,652
UNITED KINGDOM
Segment Reporting Information [Line Items]
Total Assets	22,108		22,108		$ 24,038
Commercial Staffing US [Member] | UNITED STATES
Segment Reporting Information [Line Items]
Total Revenue	25,940	29,601	83,350	88,240
Total Gross Profit	5,034	5,195	15,197	15,422
Commercial Staffing US [Member] | UNITED STATES | Permanent Placement Revenue [Member]
Segment Reporting Information [Line Items]
Total Revenue	128	147	357	290
Commercial Staffing US [Member] | UNITED STATES | Temporary Contractor Revenue [Member]
Segment Reporting Information [Line Items]
Total Revenue	25,812	29,454	82,993	87,950
Professional Staffing US [Member] | UNITED STATES
Segment Reporting Information [Line Items]
Total Revenue	25,756	4,536	45,292	12,215
Total Gross Profit	4,715	1,200	8,286	3,146
Professional Staffing US [Member] | UNITED STATES | Permanent Placement Revenue [Member]
Segment Reporting Information [Line Items]
Total Revenue	245	328	894	851
Professional Staffing US [Member] | UNITED STATES | Temporary Contractor Revenue [Member]
Segment Reporting Information [Line Items]
Total Revenue	25,511	4,208	44,398	11,364
Professional Staffing UK [Member] | UNITED KINGDOM
Segment Reporting Information [Line Items]
Total Revenue	14,424	13,364	46,424	46,527
Total Gross Profit	2,576	3,229	7,874	8,090
Professional Staffing UK [Member] | UNITED KINGDOM | Permanent Placement Revenue [Member]
Segment Reporting Information [Line Items]
Total Revenue	1,013	858	3,116	2,567
Professional Staffing UK [Member] | UNITED KINGDOM | Temporary Contractor Revenue [Member]
Segment Reporting Information [Line Items]
Total Revenue	$ 13,411	$ 12,506	$ 43,308	$ 43,960

SCHEDULE OF RELATED PARTY TRANS

SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	9 Months Ended
	Oct. 01, 2022	Oct. 02, 2021
Related Party Transaction [Line Items]
Compensation Expense Recognized	$ 325	$ 350
Board and Committee Member [Member]
Related Party Transaction [Line Items]
Cash Compensation	$ 300	$ 206
Shares Issued	2,000	96
Value of Shares Issued	$ 20	$ 4
Compensation Expense Recognized	18	8
Dimitri Villard Corporate Governance and Nominating Committee Chairman [Member] | Board and Committee Member [Member]
Related Party Transaction [Line Items]
Cash Compensation	$ 75	$ 63
Shares Issued	400	24
Value of Shares Issued	$ 4	$ 1
Compensation Expense Recognized	4	2
Jeff Grout Compensation Committee Chairman [Member] | Board and Committee Member [Member]
Related Party Transaction [Line Items]
Cash Compensation	$ 75	$ 63
Shares Issued	400	24
Value of Shares Issued	$ 4	$ 1
Compensation Expense Recognized	4	2
Nick Florio Audit Committee Chairman [Member] | Board and Committee Member [Member]
Related Party Transaction [Line Items]
Cash Compensation	$ 75	$ 63
Shares Issued	400	24
Value of Shares Issued	$ 4	$ 1
Compensation Expense Recognized	4	2
Vincent Cebula [Member] | Board and Committee Member [Member]
Related Party Transaction [Line Items]
Cash Compensation	$ 75	$ 17
Shares Issued	400
Value of Shares Issued	$ 4	$ 1
Compensation Expense Recognized	2	2
Alicia Barker [Member] | Board and Committee Member [Member]
Related Party Transaction [Line Items]
Cash Compensation
Shares Issued	400	24
Value of Shares Issued	$ 4
Compensation Expense Recognized	$ 4

SCHEDULE OF SUPPLEMENTAL CASH F

SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands	9 Months Ended
	Oct. 01, 2022	Oct. 02, 2021
Supplemental Cash Flow Elements [Abstract]
Interest	$ 2,849	$ 3,507
Income taxes	150	396
Deferred purchase price of UK factoring facility	3,456	5,234
Redeemable Series H Preferred Stock, net	8,265
Debt discount	735
Earnout liability	4,450
Goodwill	5,974
Intangible assets	5,800
Warrant Modification	837
Dividends accrued to related parties		795
Deemed dividend		1,798
Acquisition of Right of Use Assets		2,735
Conversion of Series E Preferred Stock – Related Party		6,172
Conversion of Series E-1 Preferred Stock – Related Party		1,493
Conversion of Series G Preferred Stock – Related Party to debt		6,172
Conversion of Series G-1 Preferred Stock – Related Party to debt		$ 1,561

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Oct. 27, 2022	Jun. 24, 2022	Oct. 26, 2022	Oct. 01, 2022
Subsequent Event [Line Items]
Reverse stock split		one-for-ten
Maximum [Member]
Subsequent Event [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 3,750,000
Minimum [Member]
Subsequent Event [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 5.80
Third Amended and Restated Note Purchase Agreement [Member] | Jackson Investment Group, LLC [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Principal balance	$ 9,000
Debt description	the Company is required to pay interest on the Jackson Note at a per annum rate of 12% and in the event the Company has not repaid in cash at least 50% of the outstanding principal balance of the Jackson Note by October 27, 2023, then interest on the outstanding principal balance of the Jackson Note shall continue to accrue at 16% per annum of the outstanding principal balance of the Jackson Note until the Jackson Note is repaid in full.
Debt interest rate	12%
Debt maturity date description	extends the maturity date of the Jackson Note from October 28, 2022 to October 14, 2024.
Third Amended and Restated Note Purchase Agreement [Member] | Jackson and MidCap [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Increase the credit commitments	$ 32,500
Amended and Restated Warrant Agreement [Member] | Jackson Investment Group, LLC [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Reverse stock split	1-for-6 reverse stock split, effectuated by the Company on June 30, 2021 and the 1-for-10 reverse stock split
Warrant to purchase shares	15,093
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 60
Existing Warrant [Member] | Jackson Investment Group, LLC [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 3.06
Credit and Security Agreement [Member] | MidCap Funding IV Trust [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Debt maturity date description	extends the commitment expiry date from October 27, 2022 to September 6, 2024
Loans payable	$ 32,500		$ 25,000
Loan description	Amendment No. 27 increases the applicable margin from 4.0% to 4.25%, with respect to the Loan (other than Letter of Credit Liabilities (as defined in the Credit and Security Agreement)), and from 3.5% to 3.75% with respect to the Letter of Credit Liabilities. Amendment No. 27 also replaces the interest rate benchmark from LIBOR to SOFR and provides that the Loan shall bear interest at the sum of a term-based SOFR rate (plus a SOFR adjustment of 0.11448%) plus the Applicable Margin, subject to certain provisions for the replacement of SOFR with an alternate benchmark in connection with SOFR no longer being provided by its administrator. Notwithstanding the foregoing, the SOFR interest rate shall not be at any time less than 1.00%.
Modification fee	$ 135,000
Loans to pay off	8,000
Credit and Security Agreement [Member] | MidCap Funding IV Trust [Member] | Subsequent Event [Member] | Tranches [Member]
Subsequent Event [Line Items]
Loan commitment amount	42,500
Credit and Security Agreement [Member] | MidCap Funding IV Trust [Member] | Subsequent Event [Member] | Tranches [Member] | Maximum [Member]
Subsequent Event [Line Items]
Loans payable	10,000
Credit and Security Agreement [Member] | MidCap Funding IV Trust [Member] | Subsequent Event [Member] | Tranches [Member] | Minimum [Member]
Subsequent Event [Line Items]
Loans payable	$ 5,000