Staffing 360 Solutions (STAF) 10-Q 12 Jul 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 30, 2024	Jul. 11, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 30, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-30
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 $0.0001 per share
Trading Symbol	STAF
Security Exchange Name	NASDAQ
Entity Current Reporting Status	No
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		905,893

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 30, 2024	Dec. 30, 2023
Current Assets:
Cash	$ 437	$ 721
Accounts receivable, net	18,906	17,783
Prepaid expenses and other current assets	1,658	1,080
Current assets held for sale		9,116
Total Current Assets	21,001	28,700
Property and equipment, net	478	536
Goodwill	19,891	19,891
Intangible assets, net	10,783	11,193
Other assets	5,240	5,592
Right of use asset	4,769	4,813
Total Assets	62,162	70,725
Current Liabilities:
Accounts payable and accrued expenses	14,724	13,976
Accrued payroll taxes	10,354	6,193
Accrued expenses - related party	257	257
Earnout liabilities	9,054	9,054
Accounts receivable financing	13,673	14,698
Leases - current liabilities	1,069	1,035
Other current liabilities	231	376
Current liabilities held for sale		10,077
Total Current Liabilities	67,966	74,119
Leases - non current	4,123	4,213
Other long-term liabilities	253	203
Total Liabilities	72,342	78,535
Commitments and contingencies
Stockholders’ Deficit:
Common stock, $0.0001 par value, 250,000,000 shares authorized; 634,219 and 560,102 shares issued and outstanding, as of March 30, 2024 and December 30, 2023, respectively	1	1
Additional paid in capital	119,400	119,214
Accumulated other comprehensive income	31	31
Accumulated deficit	(129,612)	(127,056)
Total Stockholders’ Deficit	(10,180)	(7,810)
Total Liabilities and Stockholders’ Deficit	62,162	70,725
Related Party [Member]
Current Liabilities:
Current debt	9,913	9,826
Nonrelated Party [Member]
Current Liabilities:
Current debt	$ 8,691	$ 8,627

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 30, 2024	Dec. 30, 2023
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	634,219	560,102
Common stock, shares outstanding	634,219	560,102

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Income Statement [Abstract]
Revenue	$ 41,444	$ 47,624
Cost of Revenue, excluding depreciation and amortization stated below	36,134	40,138
Gross Profit	5,310	7,486
Operating Expenses:
Selling, general and administrative expenses	7,094	7,789
Depreciation and amortization	481	491
Total Operating Expenses	7,575	8,280
Net Loss From Operations	(2,265)	(794)
Other (Expenses) Income:
Interest expense	(1,096)	(1,055)
Amortization of debt discount and deferred financing costs	(151)	(99)
Other income (loss), net	105	(14)
Total Other (Expenses) Income, net	(1,142)	(1,168)
Net Operating Loss	(3,407)	(1,962)
Discontinued Operations	901	(853)
Loss Before Benefit from Income Tax	(2,506)	(2,815)
(Provision) for Income taxes	(50)	(40)
Net Loss	(2,556)	(2,855)
Net Loss Attributable to Common Stockholders	$ (2,556)	$ (2,855)
Net Operating Loss Attributable to Common Stockholders - Basic	$ (5.69)	$ (6.30)
Net Income (Loss) from Discontinued Operations Attributable to Common Stockholders - Basic	$ 1.48	$ (2.68)
Weighted Average Shares Outstanding – Basic	607,059	317,712
Net Income (Loss) Available to Common Stockholders, Diluted [Abstract]
Earnings allocated to participating securities– Diluted (Footnote 3)	$ (2,556)	$ (2,855)
Net Operating Loss Attributable to Common Stockholders - Diluted	$ (5.69)	$ (6.30)
Net Income (Loss) from Discontinued Operations Attributable to Common Stockholders - Diluted	$ 1.48	$ (2.68)
Weighted Average Shares Outstanding – Diluted	607,059	317,712

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Income Statement [Abstract]
Net Loss	$ (2,556)	$ (2,855)
Other Comprehensive (Loss) Income
Foreign exchange translation adjustment		23
Comprehensive Loss Attributable to the Company	$ (2,556)	$ (2,832)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022	$ 1	$ 111,586	$ (2,219)	$ (101,015)	$ 8,353
Balance, shares at Dec. 31, 2022	262,920
Employees, directors and consultants		720			720
Balance, shares	23,730
Sale of common stock and warrants		4,113			$ 4,113
Sale of common stock and warrants, shares	98,952				122,682
Warrants modification		176			$ 176
Equity issuance cost		(176)			(176)
Foreign currency translation loss			23		23
Net loss				(2,855)	(2,855)
Balance at Apr. 01, 2023	$ 1	116,419	(2,196)	(103,870)	10,354
Balance, shares at Apr. 01, 2023	385,602
Balance at Dec. 30, 2023	$ 1	119,214	31	(127,056)	(7,810)
Balance, shares at Dec. 30, 2023	560,102
Employees, directors and consultants		186			$ 186
Balance, shares	12,000
Sale of common stock and warrants, shares					74,117
Foreign currency translation loss
Net loss				(2,556)	(2,556)
Warrants Exercised
Balance, shares	62,117
Balance at Mar. 30, 2024	$ 1	$ 119,400	$ 31	$ (129,612)	$ (10,180)
Balance, shares at Mar. 30, 2024	634,219

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$ (2,556)	$ (2,855)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	481	491
Amortization of debt discount and deferred financing costs	151	99
Bad debt expense		18
Impairment of Goodwill
Right of use assets depreciation	44	355
Stock based compensation	186	720
Changes in operating assets and liabilities:
Accounts receivable	(1,123)	68
Prepaid expenses and other current assets	(578)	(353)
Other assets	351	1,705
Accounts payable and accrued expenses	752	120
Accrued payroll taxes	3,505
Other current liabilities	509	(634)
Other long-term liabilities and other	9	(227)
NET CASH PROVIDED BY (USED IN) CONTINUING OPERATING ACTIVITIES	1,731	(493)
Net cash used in discontinued operating activities	(3,007)	(3,630)
NET CASH USED IN OPERATING ACTIVITIES	(1,276)	(4,123)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(6)	(28)
NET CASH USED IN CONTINUING INVESTING ACTIVITIES	(6)	(28)
Net cash provided by discontinued investing activities	2,046	1,627
NET CASH PROVIDED BY INVESTING ACTIVITIES	2,040	1,599
CASH FLOWS FROM FINANCING ACTIVITIES:
Third party financing costs		(319)
Repayments on accounts receivable financing, net	(1,048)	(1,743)
Proceeds from sale of common stock		4,433
NET CASH (USED IN) PROVIDED BY CONTINUING FINANCING ACTIVITIES	(1,048)	2,371
Net cash used in discontinued financing activities		(124)
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES	(1,048)	2,247
NET DECREASE IN CASH	(284)	(277)
Effect of exchange rates on cash		(6)
Cash - Beginning of period	721	1,455
Cash - End of period	$ 437	$ 1,172

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	3 Months Ended
	Mar. 30, 2024
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 public company in the domestic staffing sector. Our business model is based on finding and acquiring suitable, mature, profitable, operating, U.S.-based 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. Our typical acquisition model is based on paying consideration in the form of cash, stock, earn-outs and/or promissory notes. In furthering our business model, we are regularly in discussions and negotiations with various suitable, mature acquisition targets. To date, we have completed ten acquisitions since November 2013. In February 2024, the Company disposed of its UK operations. Accordingly, all of the figures, including share and per share information, except where specifically referenced, have been revised to reflect only the results of continuing operations. The Company focuses on five strategic verticals that represent sub-segments of the staffing industry. These five strategic pillars, accounting & finance, information technology, engineering, administration, and commercial are the basis for the Company’s sales and revenue generation and its growth acquisition targets. 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 Headway business includes EOR (“Employer of Record”) service contracts. EOR projects are typically large volume, long-term providing HR outsourcing of payroll and benefits for a contingent workforce. EOR projects, while priced with lower gross margin percentages than traditional temporary staffing assignments, yield a comparable contribution as a result of lower costs to deliver these services. Typical contribution for EOR projects would be 80-85% of the gross profit earned, compared to 40-50% for traditional staffing which negates the impact of lower gross margins. This EOR service offering could be easily added to the Company’s other Brands (as defined below), providing for a growth element within the existing client base. The Headway business also brought an active workforce in all 50 states in the US, as well as Puerto Rico and Washington DC. This will provide for potential expansion of accounts for all brands in the group’s portfolio (“Brands”). The Company has developed a centralized, sales and recruitment hub. The Company has a management team with significant operational and M&A experience. The combination of this management experience and the increased opportunity for expansion of its core Brands with EOR services and nationwide expansion, provide for the opportunity of significant organic growth, while plans to continue its business model, finding and acquiring suitable, mature, profitable, operating, U.S. based staffing companies continues. We effected a one-for-ten reverse stock split on June 25, 2024 (the “Reverse Stock Split”). All share and per share information in this Quarterly Report on Form 10-Q, including the condensed consolidated financial statements and related notes thereto, has, where applicable, been retroactively adjusted to reflect the Reverse Stock Split.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 30, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation These condensed consolidated financial statements and related notes are presented in accordance with generally accepted accounting principles in the United States (“GAAP”), expressed in U.S. dollars. All amounts are in thousands, except share, per share and par values, unless otherwise indicated. The accompanying condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the GAAP. All significant intercompany balances and transactions have been eliminated in consolidation. Liquidity The accompanying condensed consolidated 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 condensed consolidated 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. 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. As shown in the accompanying condensed consolidated financial statements as of the quarter ended March 30, 2024, the Company has an accumulated deficit of $ 129,612 46,965 19,116 437 Due to the timing of select liabilities coming due, we are in discussion with our lenders to determine the best manner to settle these liabilities. The condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared assuming that we will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. Significant assumptions underlie this belief, including, among other things, that there will be no material adverse developments in our business, liquidity, capital requirements and that our credit facilities with our lenders will remain available to us. Further, the notes issued to Jackson Investment Group LLC (“Jackson”) includes certain financial customary covenants and the Company is currently not in compliance. We are working with the lenders to bring the Company into compliance with these covenants. The entire outstanding principal balance of the Jackson Notes (as defined herein), which was $ 10,116 32,500 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) Going Concern The accompanying condensed consolidated 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 Board of the Company is reviewing all of the strategic options open to it in determining how to resolve the Going Concern qualification and will update Stockholders as and when any material solution has been determined and ready to be acted upon. These solutions may include, but are not limited to, the restructuring of debt and raising of additional debt, management of expenditures, raising of additional equity, potential dispositions of assets, in addition to what has already happened in disposing of the UK operation to protect cashflows. Use of Estimates The preparation of condensed 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 quarters ended March 30, 2024 and April 1, 2023 include the measurement of credit losses, valuation of intangible assets, including goodwill, borrowing rate consideration for right-of-use (“ROU”), liabilities associated with earn-out obligations, testing long-lived assets for impairment, valuation reserves against deferred tax assets and penalties in connection with outstanding payroll tax liabilities, stock based compensation and fair value of warrants and options. STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) Goodwill 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. 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. 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. STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) The Company 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. Revenue for the quarter ended March 30, 2024 was comprised of $ 41,170 274 47,124 500 Income Taxes The Company utilizes Accounting Standards Codification (“ASC”) Topic 740, “Accounting for Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company applies the provisions of ASC 740-10-50, “Accounting for Uncertainty in Income Taxes,” which provides clarification related to the process associated with accounting for uncertain tax positions recognized in the financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of the date of this filing, the Company is current on all corporate, federal and state tax returns. The Company’s policy is to record interest and penalties related to unrecognized tax benefits as income tax expense. The effective income tax rate was (2.00%) (0.79%) 21 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 (“ASC”) 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. 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) 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. Refer to Note 9 – Stockholders’ Equity for further details. Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. The new guidance requires consistent categorization and greater disaggregation of information in the rate reconciliation, as well as further disaggregation of income taxes paid. This change is effective for annual periods beginning after December 15, 2024. This change will apply on a prospective basis to annual financial statements for periods beginning after the effective date. However, retrospective application in all prior periods presented is permitted. The Company does not expect the adoption of this ASU to have a material impact on its financial statements.

EARNINGS (LOSS) PER COMMON SHAR

EARNINGS (LOSS) PER COMMON SHARE	3 Months Ended
	Mar. 30, 2024
Earnings Per Share [Abstract]
EARNINGS (LOSS) PER COMMON SHARE	NOTE 3 – EARNINGS (LOSS) PER COMMON SHARE The Company utilizes the guidance per ASC 260, “Earnings per Share”. Basic earnings per share are calculated by dividing income/loss available to stockholders by the weighted average number of common stock shares outstanding during each period. 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) Diluted earnings per share are computed using the weighted average number of common stock shares and dilutive common stock equivalents outstanding during the period. Dilutive common stock equivalents consist of shares of common stock issuable upon the conversion of preferred stock, convertible notes, unvested equity awards and the exercise of stock options and warrants (calculated using the modified treasury stock method). Such securities, shown below, presented on a common stock equivalent basis and outstanding as of March 30, 2024 and April 1, 2023 have not been included in the diluted earnings per share computations, as their inclusion would be anti-dilutive due to the Company’s net loss as of March 30, 2024 and April 1, 2023: SCHEDULE OF COMMON SHARE EQUIVALENT BASIS AND OUTSTANDING EXCLUDED FROM PER SHARE COMPUTATIONS OF ANTI-DILUTIVE March 30, 2024 April 1, 2023 Warrants 607,663 462,455 Restricted shares – unvested 22,559 12,850 Options 5,123 5,131 Total 635,345 480,436

ACCOUNTS RECEIVABLE FINANCING

ACCOUNTS RECEIVABLE FINANCING	3 Months Ended
	Mar. 30, 2024
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 party to a $ 25,000 25,000 April 8, 2019 On October 26, 2020, the Company entered into Amendment No. 17 to that certain Credit and Security Agreement, dated April 8, 2017, by and among, the Company, as the parent, Monroe Staffing Services, LLC, a Delaware limited liability company, Faro Recruitment America, Inc., a New York corporation, Lighthouse Placement Services, Inc., a Massachusetts corporation, Staffing 360 Georgia, LLC, a Georgia limited liability company, and Key Resources, Inc., a North Carolina corporation, as borrowers (the “Credit Facility Borrowers”), MidCap Funding IV Trust as successor by assignment to MidCap (as agent for lenders), and other financial institutions or other entities from time to time parties thereto as lenders (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit and Security Agreement”) pursuant to which, among other things, the parties 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 and the Credit Facility Borrowers 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 and the lenders party thereto. Amendment No. 27, among other things, (i) increases the revolving loan commitment amount from $ 25,000 32,500 extends the commitment expiry date from October 27, 2022 to September 6, 2024 10,000 5,000 42,500 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%. The facility provides events of default including: (i) failure to make payment of principal or interest on any 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 in the financial condition of business prospectus of any Borrower (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. At the election of agent or required lenders (or automatically in case of bankruptcy or insolvency events of default), upon the occurrence of any event of default and for so long as it continues, the facility will bear interest at a rate equal to the lesser of: (i) 3.0 Under the terms of this agreement, the Company is subject to affirmative covenants which are customary for financings of this type, including covenants to: (i) maintain good standing and governmental authorizations, (ii) provide certain information and notices to MidCap, (iii) deliver monthly reports and quarterly financial statements to MidCap, (iv) maintain insurance, (v) discharge all taxes, (vi) protect its intellectual property, and (vii) generally protect the collateral granted to MidCap. The Company is also subject to negative covenants customary for financings of this type, including that it may not: (i) enter into a merger or consolidation or certain change of control events, (ii) incur liens on the collateral, (iii) except for certain permitted acquisitions, acquire any significant assets other than in the ordinary course of business, (iv) assume certain additional senior debt, or (v) amend any of its organizational documents. The Company is currently not in compliance with certain affirmative covenants contained in its’ debt agreements. We are working with the lenders to bring the Company into compliance with these covenants. On August 30, 2023, the Company and the Credit Facility Borrowers entered into Amendment No. 28 to Credit and Security Agreement with MidCap and the lenders party thereto (the “Lenders”). Amendment No. 28, among other things: (i) increases the applicable margin (a) from 4.25% to 4.50% with respect to revolving loans and other obligations (other than letter of credit liabilities) and (b) from 3.75% to 4.50% with respect to letter of credit liabilities, (ii) revises the definition of borrowing base to include the amount of any reserves and/or adjustments provided for in the Credit and Security Agreement, including, but not limited to, the Additional Reserve Amount (as defined in the in Amendment No. 28), (iii) requires that the Company complies with a fixed charge coverage ratio of at least 1:00 to 1:00, and (iv) waives the existing event of default that occurred under the Credit and Security Agreement due to the Credit Parties’ failure to maintain the Minimum Liquidity amount (as defined in the Credit and Security Agreement) for the fiscal month ending June 30, 2023 (each as defined in the Credit and Security Agreement). In addition, pursuant Amendment No. 28, no later than five (5) business days following the receipt of any cash proceeds from any equity issuance or other cash contribution from the Company’s equity holders, the Company shall prepay the revolving loans by an amount equal to (i) the sum of $ 1,300 50 In connection with Amendment No. 28, the Company paid to MidCap (i) a modification fee of $ 68 32 On August 30, 2023, in connection with that certain First Omnibus Amendment and Reaffirmation Agreement, by and among the Company, the guarantor parties thereto and Jackson (the “First Omnibus Amendment Agreement”) the 2023 Jackson Note (as defined herein) and Amendment No. 28, the Company, Jackson, the Lenders and MidCap entered into the Sixth Amendment to Intercreditor Agreement (the “Sixth Amendment”), which amended the Intercreditor Agreement, dated as of September 15, 2017 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Intercreditor Agreement”), by and between the Company, Jackson and MidCap. The Sixth Amendment, among other things, provides for (i) consent by the Lenders to the First Omnibus Amendment Agreement and (ii) consent by Jackson to Amendment No. 28. 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 March 30, 2024 and December 30, 2023 was $ 13,673 14,698

INTANGIBLE ASSETS

INTANGIBLE ASSETS	3 Months Ended
	Mar. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 5 – INTANGIBLE ASSETS The following provides a breakdown of intangible assets as of: SCHEDULE OF BREAKDOWN OF INTANGIBLE ASSETS Tradenames Non-Compete Customer Relationship Total March 30, 2024 Tradenames Non-Compete Customer Relationship Total Intangible assets, gross $ 8,282 $ 2,215 $ 18,953 $ 29,450 Accumulated amortization (5,071 ) (2,215 ) (11,381 ) (18,667 ) Intangible assets, net $ 3,211 $ - $ 7,572 $ 10,783 Tradenames Non-Compete Customer Relationship Total December 30, 2023 Tradenames Non-Compete Customer Relationship Total Intangible assets, gross $ 8,282 $ 2,215 $ 18,953 $ 29,450 Accumulated amortization (4,928 ) (2,215 ) (11,114 ) (18,257 ) Intangible assets, net $ 3,354 $ - $ 7,839 $ 11,193 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) As of March 30, 2024, estimated annual amortization expense for each of the next five fiscal years is as follows: SCHEDULE OF ESTIMATED ANNUAL AMORTIZATION EXPENSE FOR EACH OF THE NEXT FIVE FISCAL YEARS Fiscal year ended December Amount 2024 $ 1,249 2025 1,617 2026 1,567 2027 1,567 2028 1,321 Thereafter 3,462 Total $ 10,783 Amortization of intangible assets for the period ended March 30, 2024 and April 1, 2023 was $ 410 454 5.5

GOODWILL

GOODWILL	3 Months Ended
	Mar. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL	NOTE 6 – GOODWILL The following table provides a roll forward of goodwill: SCHEDULE OF GOODWILL March 30, 2024 December 30, 2023 Beginning balance, gross $ 19,891 $ 19,891 Acquisition - - Accumulated disposition - - Accumulated impairment losses - - Currency translation adjustment - - Ending balance, net $ 19,891 $ 19,891 Goodwill by reportable segment is as follows: SCHEDULE OF GOODWILL REPORTABLE BY SEGMENT March 30, 2024 December 30, 2023 Professional Staffing - US $ 14,031 $ 14,031 Commercial Staffing - US 5,860 5,860 Ending balance, net $ 19,891 $ 19,891 Goodwill $ 19,891 $ 19,891 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 operating segment 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. ASC 280-10-50-11 states that operating segments often exhibit similar long-term financial performance if they have similar economic characteristics. During the quarter ended March 30, 2024, management concluded the Company has two operating segments for goodwill impairment analysis under ASC 350 such as commercial and professional. Accordingly, goodwill will no longer be tested at the unit level for the five reporting units and will be tested for impairment at the operating segment level. 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	3 Months Ended
	Mar. 30, 2024
Debt Disclosure [Abstract]
DEBT	NOTE 7– DEBT SCHEDULE OF DEBT March 30, 2024 December 30, 2023 Jackson Investment Group - related party $ 10,116 $ 10,116 Redeemable Series H Preferred Stock 9,000 9,000 - Total Debt, Gross 19,116 19,116 Less: Debt Discount and Deferred Financing Costs, Net (512 ) (663 ) Total Debt, Net 18,604 18,453 Less: Non-Current Portion - Related Party - - Less: Non-Current Portion - - Total Current Debt, Net $ 18,604 $ 18,453 Jackson Notes On August 30, 2023, the Company and the guarantor parties thereto (together with the Company, the “Obligors”) entered into that certain First Omnibus Amendment and Reaffirmation Agreement to the Note Documents (the “First Omnibus Amendment Agreement”) with Jackson, which First Omnibus Amendment Agreement, among other things: (i) amends the Third A&R Agreement, (ii) provided for the issuance of a new 12% Senior Secured Promissory Note due October 14, 2024 (the “2023 Jackson Note” and together with the 2022 Jackson Note, the “Jackson Notes”) to Jackson, and (iii) joins certain subsidiaries of the Company to (a) that certain Amended and Restated Pledge Agreement, dated as of September 15, 2017 (as amended by the First Omnibus Amendment Agreement, the “Pledge Agreement”) and (b) that certain Amended and Restated Security Agreement, dated as of September 15, 2017 (as amended by the Amendment Agreement, the “Security Agreement”), as either subsidiary guarantors or pledgors (as applicable) and amends certain terms and conditions of each of the Pledge Agreement and the Security Agreement. Pursuant to the First Omnibus Amendment Agreement, interest on the 2022 Jackson Note, evidencing the obligations of the Obligors under the Third A&R Agreement and executed by the Company in favor of Jackson, shall be paid in cash and continue to accrue at a rate per annum equal to 12% until the principal amount of the 2022 Jackson Note has been paid in full. In the event that Company has not repaid in cash at least 50% of the outstanding principal balance of the 2022 Jackson Note as of the date of the First Omnibus Amendment Agreement or on or before October 27, 2023, then interest on the outstanding principal balance of the 2022 Jackson Note will accrue at 16% per annum until the 2022 Jackson Note is repaid in full. 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) In addition, pursuant to the terms of the Third A&R Agreement, as amended by the First Omnibus Amendment Agreement, until all principal interest and fees due pursuant to the Third A&R 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 Redeemable Series H Preferred Stock On May 18, 2022, the Company entered into a Headway purchase agreement with Headway (the “Headway Purchase Agreement”). Consideration for the purchase of 100 9,000,000 0.00001 1.00 350,000 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 On July 31, 2023, the Company, Chapel Hill Partners, L.P. (“Chapel Hill”) and Jean-Pierre Sakey (“Sakey”) entered into an agreement in connection with the Headway Purchase Agreement. Pursuant to the agreement, if on or prior to September 30, 2023, the Company does not redeem the Series H Preferred Stock and remit the Contingent Payment (as defined in the Headway Purchase Agreement), then the Company shall make the Contingent Payment in the amount of $ 5,000 1,000 134 100,000 0.0000001 Pursuant to the Letter Agreement, the Company also had no obligation to pay the Preferred Dividend (as defined in the Certificate of Designation of Preferences, Rights and Limitations of Series H Convertible Preferred Stock, as amended) on June 30, 2023, September 30, 2023 and December 31, 2023.

LEASES

LEASES	3 Months Ended
	Mar. 30, 2024
Leases
LEASES	NOTE 8 – LEASES As of March 30, 2024 we recorded a right of use (“ROU”) lease asset of approximately $ 4,769 with a corresponding lease liability of approximately $ 5,192 , based on the present value of the minimum rental payments of such leases. The Company’s finance leases are immaterial both individually and in the aggregate. STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) In January 2024, the Company entered into a new lease agreement for an office lease in Worcester, MA for a term of 3 54 3 72 Quantitative information regarding the Company’s leases for period ended March 30, 2024 is as follows: SCHEDULE OF LEASE, COST AND OPERATING LEASE LIABILITY MATURITY Lease Cost Classification March 30, 2024 Operating lease cost SG&A Expenses $ 228 Other information Weighted average remaining lease term (years) 3.52 Weighted average discount rate 7.00 % Future minimum lease payments under non-cancelable leases as of March 30, 2024, were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELABLE LEASES 2024 $ 1,066 2025 1,219 2026 1,087 2027 1,044 2028 1,072 Thereafter 664 Lessee operating lease liability payments due $ 6,152 Less: Imputed Interest 960 Operating lease, liability $ 5,192 Leases - Current $ 1,069 Leases - Non current $ 4,123 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 ROU lease asset and associated lease liability that was appropriately stated in all material respects.

STOCKHOLDERS_ DEFICIT

STOCKHOLDERS’ DEFICIT	3 Months Ended
	Mar. 30, 2024
Equity [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 9– STOCKHOLDERS’ DEFICIT The Company issued the following shares of common stock during the three-month period ended March 30, 2024: SCHEDULE OF STOCKHOLDERS DEFICIT Number of Common Fair Value Fair Value at Issuance Shares of Shares (minimum and maximum Shares issued to/for: Issued Issued per share) Consultants 1,000 $ 4 $ 4.10 $ 4.10 Board and committee members 11,000 53 $ 4.10 $ 4.10 Warrants issued in conjunction with inducement letter 62,117 516 $ 8.30 $ 8.30 74,117 $ 573 The Company issued the following shares of common stock during the three month period ended April 1, 2023: Number of Common Fair Value Fair Value at Issuance Shares of Shares (minimum and maximum Shares issued to/for: Issued Issued per share) Equity raise 98,952 $ 4,999 $ 26.50 $ 26.50 Employees 17,730 515 $ 28.20 $ 28.20 Board and committee members 6,000 201 $ 29.30 $ 31.30 122,682 $ 5,715 STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) Reverse Stock Split On June 25, 2024, the Company effected the Reverse Stock Split. All share and per share information in this Quarterly Report on Form 10-Q, including the condensed consolidated financial statements and the notes thereto, has, where applicable, been retroactively adjusted to reflect the Reverse Stock Split. Increase of Authorized Common Stock On December 27, 2023, stockholders approved an amendment to our Charter to increase the number of authorized shares of common stock, par value $ 0.00001 200,000,000 250,000,000 We previously had a total of 220,000,000 200,000,000 20,000,000 0.00001 200,000,000 250,000,000 220,000,000 270,000,000 February 2023 Public Offering On February 7, 2023, the Company entered into a securities purchase agreement (“February 2023 Purchase Agreement”) with an institutional, accredited investor (the “Investor”) for the issuance and sale, in a best efforts public offering (the “February 2023 Offering”), of (i) 31,500 0.0001 156,952 26.532 26.522 Subject to certain limitations described in the February 2023 Pre-Funded Warrants, the February 2023 Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal consideration of $0.01 per share any time until all of the February 2023 Pre-Funded Warrants are exercised in full. A holder will not have the right to exercise any portion of the February 2023 Warrants or the February 2023 Pre-Funded Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% or 9.99%, respectively (or at the election of the holder of such warrants, 9.99%) of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the February 2023 Warrants or the February 2023 Pre-Funded Warrants, respectively. However, upon notice from the holder to the Company, the holder may increase the beneficial ownership limitation pursuant to the February 2023 Warrants, which may not exceed 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the February 2023 Warrants, provided that any increase in the beneficial ownership limitation will not take effect until 61 days following notice to the Company. In connection with the February 2023 Offering, the Investor entered into a warrant amendment agreement (the “February 2023 Warrant Amendment Agreement”) with the Company to amend the exercise price of certain existing warrants to purchase up to an aggregate of 87,666 58.50 January 7, 2028 24.70 The Company utilized the net proceeds from the February 2023 Offering for general working capital purposes. H.C. Wainwright & Co., LLC (“Wainwright”) acted as the Company’s exclusive placement agent in connection with the February 2023 Offering, pursuant to that certain engagement letter, dated as of January 4, 2023, as amended (the “Wainwright Engagement Letter”), between the Company and Wainwright. Pursuant to the Wainwright Engagement Letter, the Company paid Wainwright (i) a cash fee equal to 7.5 1.0 14,134 33.165 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 Units, the Pre-Funded Units, the shares of common stock included as part of the Units and Pre-Funded Units, the February 2023 Pre-Funded Warrants, the February 2023 Warrants, the shares of common stock issuable upon the exercise of the February 2023 Pre-Funded Warrants and the February 2023 Warrants, the February 2023 Placement Agent Warrants and the shares of common stock issuable upon the exercise thereof were offered by the Company pursuant to a Registration Statement on Form S-1, as amended (File No. 333-269308), initially filed on January 20, 2023 with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and declared effective on February 7, 2023. Series A Preferred Stock – Related Party As of March 30, 2024 and April 1, 2023, the Company had $ 125 of dividends payable to the Series A Preferred Stockholder, respectively. 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 from issuance. As of March 30, 2024, the Company has issued a total of 22,559 186 720 SCHEDULE OF UNVESTED RESTRICTED SHARES ACTIVITY Restricted Shares Weighted Average Price Per Share Outstanding at December 31, 2022 6,859 $ 67.20 Granted 33,731 23.00 Vested/adjustments (17,769 ) 28.80 Outstanding at December 30, 2023 22,821 31.80 Granted - — Vested/adjustments (262 ) 11.84 Balance at March 30, 2024 22,559 $ 28.28 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 65,786 185.00 to $ 380.00 per share and expiration dates that ranged from July 22, 2026 to November 1, 2026. The Warrant Amendment Agreements reduced the exercise price of the Original Warrants to $ 58.50 per share and 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. The Company calculated an incremental fair value of $ 837 by calculating the excess, of the fair value of the modified over the fair value of that instrument immediately before it is modified. This increase in fair value was recorded in additional paid in capital. 30.60 October 27, 2027 1,510 600.00 30.60 29 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) In connection with the February 2023 Offering, the Company entered into the February 2023 Purchase Agreement with the Investor for the issuance and sale, in a best efforts public offering, of (i) 31,500 Units, each consisting of one share of the Company’s common stock, and one February 2023 Warrant, and (ii) 156,952 Pre-Funded Units, each consisting of one February 2023 Pre-Funded Warrant to and one February 2023 Warrant. The public offering price was $ 26.532 per Unit and $ 26.522 per Pre-Funded Unit. The February 2023 Offering closed on February 10, 2023. In connection with the February 2023 Offering, the investor entered into the February 2023 Warrant Amendment Agreement with the Company to amend the exercise price of certain existing warrants to purchase up to an aggregate of 87,666 58.50 per share and an expiration date of January 7, 2028 . Pursuant to the Warrant Amendment Agreement, the amended warrants have a reduced exercise price of $ 24.70 per share following the closing of the February 2023 Offering. The Company calculated an incremental fair value of $ 176 by calculating the excess of the fair value of the modified over the fair value of that instrument immediately before it is modified. This increase in fair value was recorded in additional paid in capital. On September 1, 2023, the Company entered into an inducement offer letter agreement (the “Inducement Letter”) with a certain holder (the “Holder”) of certain of its existing warrants to purchase up to an aggregate of 276,117 Pursuant to the Inducement Letter, the Holder agreed to exercise for cash its Existing Warrants to purchase an aggregate of 276,117 8.30 552,234 The closing of the transactions contemplated pursuant to the Inducement Letter occurred on September 6, 2023 (the “Closing Date”). The Company received aggregate gross proceeds of approximately $ 2,292 50 50 The Company issued to Wainwright or its designees warrants (the “September 2023 Placement Agent Warrants”) to purchase up to 20,709 10.375 Transactions involving the Company’s warrant issuances are summarized as follows: SCHEDULE OF WARRANTS ACTIVITY Weighted Number of Average Shares Exercise Price Outstanding at December 31, 2022 170,369 $ 96.10 Issued 863,193 20.59 Exercised (276,117 ) 5.90 Expired or cancelled (87,665 ) 58.50 Outstanding at December 30, 2023 669,780 34.80 Issued — — Exercised (62,117 ) 8.30 Expired or cancelled — — Balance at March 30, 2024 607,663 $ 26.08 The following table summarizes warrants outstanding as of March 30, 2024: SCHEDULE OF WARRANTS OUTSTANDING Weighted Average Number Remaining Weighted Outstanding Contractual Average Exercise Price and Exercisable Life (years) Exercise price $ 3.06 3,750.00 607,663 4.26 $ 26.08 Stock Options A summary of option activity during the quarter ended March 30, 2024 is presented below: SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS ACTIVITY Weighted Average Options Exercise Price Outstanding at December 31, 2022 5,151 $ 500.60 Granted — — Exercised — — Expired or cancelled — — Outstanding at December 30, 2023 5,151 500.60 Granted — — Exercised — — Expired or cancelled (28 ) 5,303.57 Balance at March 30, 2024 5,123 $ 498.53 STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) The Company recorded share-based payment expense of $ 16 16 Limited Duration Stockholder Rights Agreement On September 27, 2023, the board of directors (the “Board”) of the Company declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock and. 03889 Rights for each outstanding share of Series H Preferred Stock (collectively with the common stock, the “Voting Stock”). The dividend was paid on October 21, 2023 to the stockholders of record at the close of business on October 21, 2023 (the “Record Date”). Each Right initially entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $ 0.0001 20.75 Until the close of business on the earlier of (i) 10 business days following the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by the Company or an Acquiring Person (as defined below) that an Acquiring Person has become such, or such other date, as determined by the Board, on which a Person has become an Acquiring Person, or (ii) 10 business days (or such later date as may be determined by action of the Board prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) after the date of the commencement of, or the first public announcement of an intention to commence, a tender or exchange offer the consummation of which would result in any person or group of affiliated or associated persons becoming an Acquiring Person (the earlier of such dates being called the “Distribution Date”), (x) the Rights will be evidenced by the certificates representing the Voting Stock registered in the names of the holders thereof (or by book entry shares in respect of such Voting Stock) and not by separate Right Certificates (as defined below), and (y) the Rights will be transferable only in connection with the transfer of Voting Stock. Until the Distribution Date (or earlier expiration of the Rights), (i) new Voting Stock certificates issued after the Record Date upon transfer or new issuances of Voting Stock will contain a legend incorporating the terms of the Rights Agreement by reference, and (ii) the surrender for transfer of any certificates representing Voting Stock (or book entry shares of Voting Stock) outstanding as of the Record Date will also constitute the transfer of the Rights associated with the shares of Voting Stock represented thereby. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Voting Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise provided in the Rights Agreement, the Rights are not exercisable until the Distribution Date. The Rights will expire on the earliest of (i) October 2, 2026 or such later date as may be established by the Board prior to the expiration of the Rights, (ii) the time at which the Rights are redeemed pursuant to the terms of the Rights Agreement, (iii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in the Rights Agreement at which time the Rights are terminated, or (iv) the time at which such Rights are exchanged pursuant to the terms of the Rights Agreement. 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 Purchase Price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of the Rights is subject to adjustment from time to time, among others, (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then-current market price of the Preferred Stock, or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights is subject to adjustment in the event of a stock dividend on any class or series of Voting Stock payable in shares of a class or series of Voting Stock or subdivisions, consolidations or combinations of any class or series of Voting Stock occurring, in any such case, prior to the Distribution Date. Shares of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of the greater of (a) $100.00 and (b) the sum of (1) 10,000 (subject to adjustments for stock dividends, stock splits, or stock combinations) times the aggregate per share amount of all cash dividends, plus (2) 10,000 (subject to adjustments for stock dividends, stock splits, or stock combinations) times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of common stock, or a subdivision of the outstanding shares of common stock (by reclassification or otherwise), in each case declared on the common stock. In the event of liquidation, dissolution or winding up of the Company, the holders of the Preferred Stock will be entitled to a minimum preferential payment of the greater of (a) $100.00 per share (plus any accrued but unpaid dividends and distributions), and (b) an amount equal to 10,000 times (subject to adjustments for stock dividends, stock splits, or stock combinations) made per share amount of all cash and other property to be distributed in respect of common stock. Each share of Preferred Stock will be initially entitled to 10,000 votes (subject to adjustment for stock dividends, stock splits, or stock combinations). In addition to voting together with the holders of common stock for the election of other directors of the Company, the holders of Preferred Stock, voting separately as a class to the exclusion of the holders of common stock, shall be entitled at the meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Company. Holders of Preferred Stock shall otherwise have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of common stock as set forth herein) for taking any corporate action, other than as required by law. In the event of any merger, consolidation, combination or other transaction in which outstanding shares of common stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 10,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of common stock is changed or exchanged. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person (the first occurrence of such event, a “Flip-In Event”), each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereupon become void), will thereafter have the right to receive upon exercise of a Right that number of shares of common stock equal to the number of shares of common stock obtained by dividing the Purchase Price (subject to adjustments) by 50% of the current per share market price of the common stock on the date of the Flip-In Event. Except in certain situations, a person or group of affiliated or associated persons becomes an “Acquiring Person” upon acquiring beneficial ownership of 10% (20% in the case of a Passive Investor (as defined in the Rights Agreement)) or more in voting power of the shares of Voting Stock then outstanding, subject to certain exclusions. 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) In the event that, after a Flip-In Event, the Company is acquired in a merger or other business combination transaction or 50 50 At any time after a Flip-In Event and prior to the acquisition by an Acquiring Person of 50 With certain exceptions, no adjustment in the Purchase Price will be required unless such adjustment would require an increase or decrease of at least 1% in such Purchase Price At any time prior to a Flip-In Event, the Board may redeem all but not less than the then outstanding Rights at a price of $ 0.1 For so long as the Rights are then redeemable, the Company may, in its sole discretion, except with respect to the Redemption Price, supplement or amend any provision in the Rights Agreement without the approval of any holders of the Rights. After the Rights are no longer redeemable, the Company may, except with respect to the Redemption Price, supplement or amend the Rights Agreement without the approval of any holders of Rights, provided that no such supplement or amendment may adversely affect the interests of holders of the Rights, cause the Rights Agreement to become amendable contrary to the provisions of the Rights Agreement, or cause the Rights to again to become redeemable. Until a Right is exercised or exchanged, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED)

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 10 – COMMITMENTS AND CONTINGENCIES Earn-out Liabilities Pursuant to the acquisition of KRI on August 27, 2018, the purchase price includes earnout consideration payable to the seller of $ 2,027 2,027 10 2,027 On March 9, 2024, a Settlement and Release Agreement was entered into by both parties. Under this agreement, which was entered into to avoid costly court fees, the Company agreed to make a payment, in full and final settlement, of $ 2 115 114 114 113 112 1,511 Pursuant to the Headway Acquisition that closed on May 18, 2022, the purchase price includes an earnout payment totaling up to $ 5,000 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 March 2024, is above the $ 2,000 5,000 5,000 Legal Proceedings Whitaker v. Monroe Staffing Services, LLC & Staffing 360 Solutions, Inc. On March 9, 2024, a Settlement and Release Agreement was entered into by both parties. Under this agreement, which was entered into to avoid costly court fees, the Company agreed to make a payment, in full and final settlement, of $ 2 115 114 114 113 112 1,511 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) 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.

SEGMENT INFORMATION

SEGMENT INFORMATION	3 Months Ended
	Mar. 30, 2024
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 March 30, 2024 1-Apr-23 Three Months Ended March 30, 2024 April 1, 2023 Commercial Staffing - US $ 19,636 $ 23,248 Professional Staffing - US 21,808 24,376 Total Revenue $ 41,444 $ 47,624 Commercial Staffing - US $ 3,050 $ 4,190 Professional Staffing - US 2,260 3,296 Total Gross Profit $ 5,310 $ 7,486 Selling, general and administrative expenses $ (7,094 ) $ (7,789 ) Depreciation and amortization (481 ) (491 ) Interest expense and amortization of debt discount and deferred financing costs (1,247 ) (1,154 ) Gain (loss) on discontinued operations 901 (853 ) Other (loss) income, net 105 (14 ) Loss Before Provision for Income Tax $ (2,506 ) $ (2,815 ) 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: SCHEDULE OF DISAGGREGATES REVENUES BY SEGMENTS Commercial Staffing - US Professional Staffing - US Total Three Months Ended March 30, 2024 Commercial Staffing - US Professional Staffing - US Total Permanent Revenue $ 54 $ 220 $ 274 Temporary Revenue 19,582 21,588 41,170 Total Revenue $ 19,636 $ 21,808 $ 41,444 Commercial Staffing - US Professional Staffing - US Total Quarter Ended April 1, 2023 Commercial Staffing - US Professional Staffing - US Total Permanent Revenue $ 131 $ 369 $ 500 Temporary Revenue 23,117 24,007 47,124 Total Revenue $ 23,248 $ 24,376 $ 47,624 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)

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 12 – RELATED PARTY TRANSACTIONS In addition to the shares of Series A Preferred Stock and notes and warrants issued to Jackson, the following are other related party transactions: Board and Committee Members SCHEDULE OF RELATED PARTY TRANSACTIONS Three Months Ended March 30, 2024 Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Dimitri Villard $ 25 2,000 $ 12 $ 37 Nick Florio 25 3,000 12 37 Vincent Cebula 25 2,000 12 37 Alicia Barker - 2,000 8 8 Brendan Flood - 2,000 8 8 $ 75 11,000 $ 52 $ 127 Three Months Ended April 1, 2023 Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Dimitri Villard $ 25 1,000 $ 29 $ 54 Jeff Grout 25 1,000 29 54 Nick Florio - 1,000 29 29 Vincent Cebula 8 1,000 29 36 Alicia Barker - 1,000 32 32 Brendan Flood - 1,000 32 32 $ 58 6,000 $ 180 $ 237

SUPPLEMENTAL CASH FLOW INFORMAT

SUPPLEMENTAL CASH FLOW INFORMATION	3 Months Ended
	Mar. 30, 2024
Supplemental Cash Flow Elements [Abstract]
SUPPLEMENTAL CASH FLOW INFORMATION	NOTE 13 – SUPPLEMENTAL CASH FLOW INFORMATION SCHEDULE OF CASH FLOW, SUPPLEMENTAL DISCLOSURES March 30, 2024 April 1, 2023 Three Months Ended March 30, 2024 April 1, 2023 Cash paid for: Interest $ 832 $ 1,406 Income taxes — — Non-Cash Investing and Financing Activities: Debt discount - Series H 64 54 Debt discount - Related party note 87 44 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)

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS	3 Months Ended
	Mar. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]
DISCONTINUED OPERATIONS	NOTE 14 - DISCONTINUED OPERATIONS In December 2023, given the recurring losses of Professional Staffing UK, management committed to a plan to sell the assets of Professional Staffing UK. On January 6, 2024 Staffing 360 Solutions Limited, a UK Subsidiary, filed a Notice of Intent with the High Court of Justice in the UK, stating the Company’s intention to appoint administrators to save the business from liquidation. Administrators were appointed on January 18, 2024, and the business was transferred to new owners on February 12, 2024. A gain on the transfer of the UK entity of $ 901

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 15 – SUBSEQUENT EVENTS Nasdaq Compliance Minimum Bid Price Requirement On July 17, 2023, the Company received a letter from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock for the 30 consecutive business day period between June 1, 2023, through July 14, 2023, the Company did not meet the minimum bid price of $ 1.00 per share required for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that the Company will be provided with a compliance period of 180 calendar days, or until January 15, 2024 (the “Compliance Period”), in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A). On December 27, 2023, the Company held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting a proposal was made, and approved, to effect a reverse stock split of all of the outstanding shares of the Company’s Common Stock, in a ratio in the range of 1-for-2 to 1-for-20, with such ratio to be determined by the Board of Directors of the Company in its discretion and included in a public announcement, within twelve months of the vote taking effect. At a meeting of the Board of Directors, held on May 28, 2024, the reverse split ratio was approved at 1-for-10. On June 12, 2024, the Company notified the Nasdaq Listing Center of its intention to move forward with the reverse stock split. The common stock began trading on a reverse stock split-adjusted basis on the Nasdaq Capital Market on June 26, 2024 under a new CUSIP. On June 24, 2024, the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the reverse stock split, effective as of 4:05 p.m. (New York time) on June 25, 2024. The Company regained compliance with the minimum bid price per share requirement. The closing bid price of the Company’s common stock was at or above $ 1.00 Annual Report on Form 10-K On April 17, 2024, the Company was advised that it was no longer in compliance with Listing Rule 5250(c)(1) due to the delayed filing of its Form 10-K and was advised that it had to file a plan no later than June 17, 2024, as to how it will regain compliance. On June 11, 2024 (pre-market) the Company filed its Form 10-K for the period ended December 30, 2023. On June 13, 2024, the Company was advised that this area of non-compliance is now deemed resolved. Quarterly Reports on Form 10-Q On May 22, 2024, the Company was advised that it was no longer in compliance with Listing Rule 5250(c)(1) due to the delayed filing of its Form 10-Q, for the period ended March 30, 2024, and was advised that it had to file a plan no later than June 17, 2024, as to how it will regain compliance. On June 11, 2024 (pre-market) the Company filed its Form 10-K for the period ended December 30, 2023. As a result of this filing, the Form 10-Q for the period ended March 30, 2024, is now being reviewed by the Company’s auditors, RBSM LLP. As much of the 2023 year-end audit covered the activities of the March quarter (receipts and payments particularly) it is expected that this review of the period will take no longer than four weeks and the filing will be completed by the end of July, if we allow for auditor or staff vacations. The aforementioned notices have no immediate effect on the listing of the Company’s common stock. There can be no assurance that the Company will regain compliance with the Nasdaq’s rules or maintain compliance with any of the other Nasdaq continued listing requirements. Equity Standard On June 20, 2024, the Company received a letter from the Staff pertaining to its non-compliance with Listing Rule 5550(b)(1), the requirement to maintain Stockholders’ Equity of a minimum of $ 2.5 The aforementioned notices have no immediate effect on the listing of the Company’s common stock. There can be no assurance that the Company will regain compliance with Nasdaq’s rules or maintain compliance with any of the other Nasdaq continued listing requirements. The Board of Directors of the Company has been reviewing the strategic options open to the Company in order to advance the business but also to avoid the continuing issues of non-compliance with the Listing Rules. On February 15, 2024, the Board appointed Transact Capital Securities LLC, to develop and introduce a strategic event that may include the sale of the Company. Additionally, in February, the Company disposed of its UK operations and that event is covered herein. Warrants In February 2023, the Company executed an equity raise. Following that raise, 159,000

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation These condensed consolidated financial statements and related notes are presented in accordance with generally accepted accounting principles in the United States (“GAAP”), expressed in U.S. dollars. All amounts are in thousands, except share, per share and par values, unless otherwise indicated. The accompanying condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the GAAP. All significant intercompany balances and transactions have been eliminated in consolidation.
Liquidity	Liquidity The accompanying condensed consolidated 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 condensed consolidated 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. 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. As shown in the accompanying condensed consolidated financial statements as of the quarter ended March 30, 2024, the Company has an accumulated deficit of $ 129,612 46,965 19,116 437 Due to the timing of select liabilities coming due, we are in discussion with our lenders to determine the best manner to settle these liabilities. The condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared assuming that we will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. Significant assumptions underlie this belief, including, among other things, that there will be no material adverse developments in our business, liquidity, capital requirements and that our credit facilities with our lenders will remain available to us. Further, the notes issued to Jackson Investment Group LLC (“Jackson”) includes certain financial customary covenants and the Company is currently not in compliance. We are working with the lenders to bring the Company into compliance with these covenants. The entire outstanding principal balance of the Jackson Notes (as defined herein), which was $ 10,116 32,500 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)
Going Concern	Going Concern The accompanying condensed consolidated 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 Board of the Company is reviewing all of the strategic options open to it in determining how to resolve the Going Concern qualification and will update Stockholders as and when any material solution has been determined and ready to be acted upon. These solutions may include, but are not limited to, the restructuring of debt and raising of additional debt, management of expenditures, raising of additional equity, potential dispositions of assets, in addition to what has already happened in disposing of the UK operation to protect cashflows.
Use of Estimates	Use of Estimates The preparation of condensed 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 quarters ended March 30, 2024 and April 1, 2023 include the measurement of credit losses, valuation of intangible assets, including goodwill, borrowing rate consideration for right-of-use (“ROU”), liabilities associated with earn-out obligations, testing long-lived assets for impairment, valuation reserves against deferred tax assets and penalties in connection with outstanding payroll tax liabilities, stock based compensation and fair value of warrants and options. STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED)
Goodwill	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. 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.
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. STAFFING 360 SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in thousands, except share, per share and stated value per share) (UNAUDITED) The Company 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. Revenue for the quarter ended March 30, 2024 was comprised of $ 41,170 274 47,124 500
Income Taxes	Income Taxes The Company utilizes Accounting Standards Codification (“ASC”) Topic 740, “Accounting for Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company applies the provisions of ASC 740-10-50, “Accounting for Uncertainty in Income Taxes,” which provides clarification related to the process associated with accounting for uncertain tax positions recognized in the financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of the date of this filing, the Company is current on all corporate, federal and state tax returns. The Company’s policy is to record interest and penalties related to unrecognized tax benefits as income tax expense. The effective income tax rate was (2.00%) (0.79%) 21
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 (“ASC”) 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. 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) 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. Refer to Note 9 – Stockholders’ Equity for further details.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. The new guidance requires consistent categorization and greater disaggregation of information in the rate reconciliation, as well as further disaggregation of income taxes paid. This change is effective for annual periods beginning after December 15, 2024. This change will apply on a prospective basis to annual financial statements for periods beginning after the effective date. However, retrospective application in all prior periods presented is permitted. The Company does not expect the adoption of this ASU to have a material impact on its financial statements.

EARNINGS (LOSS) PER COMMON SH_2

EARNINGS (LOSS) PER COMMON SHARE (Tables)	3 Months Ended
	Mar. 30, 2024
Earnings Per Share [Abstract]
SCHEDULE OF COMMON SHARE EQUIVALENT BASIS AND OUTSTANDING EXCLUDED FROM PER SHARE COMPUTATIONS OF ANTI-DILUTIVE	SCHEDULE OF COMMON SHARE EQUIVALENT BASIS AND OUTSTANDING EXCLUDED FROM PER SHARE COMPUTATIONS OF ANTI-DILUTIVE March 30, 2024 April 1, 2023 Warrants 607,663 462,455 Restricted shares – unvested 22,559 12,850 Options 5,123 5,131 Total 635,345 480,436

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	3 Months Ended
	Mar. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF BREAKDOWN OF INTANGIBLE ASSETS	The following provides a breakdown of intangible assets as of: SCHEDULE OF BREAKDOWN OF INTANGIBLE ASSETS Tradenames Non-Compete Customer Relationship Total March 30, 2024 Tradenames Non-Compete Customer Relationship Total Intangible assets, gross $ 8,282 $ 2,215 $ 18,953 $ 29,450 Accumulated amortization (5,071 ) (2,215 ) (11,381 ) (18,667 ) Intangible assets, net $ 3,211 $ - $ 7,572 $ 10,783 Tradenames Non-Compete Customer Relationship Total December 30, 2023 Tradenames Non-Compete Customer Relationship Total Intangible assets, gross $ 8,282 $ 2,215 $ 18,953 $ 29,450 Accumulated amortization (4,928 ) (2,215 ) (11,114 ) (18,257 ) Intangible assets, net $ 3,354 $ - $ 7,839 $ 11,193
SCHEDULE OF ESTIMATED ANNUAL AMORTIZATION EXPENSE FOR EACH OF THE NEXT FIVE FISCAL YEARS	As of March 30, 2024, estimated annual amortization expense for each of the next five fiscal years is as follows: SCHEDULE OF ESTIMATED ANNUAL AMORTIZATION EXPENSE FOR EACH OF THE NEXT FIVE FISCAL YEARS Fiscal year ended December Amount 2024 $ 1,249 2025 1,617 2026 1,567 2027 1,567 2028 1,321 Thereafter 3,462 Total $ 10,783

GOODWILL (Tables)

GOODWILL (Tables)	3 Months Ended
	Mar. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF GOODWILL	The following table provides a roll forward of goodwill: SCHEDULE OF GOODWILL March 30, 2024 December 30, 2023 Beginning balance, gross $ 19,891 $ 19,891 Acquisition - - Accumulated disposition - - Accumulated impairment losses - - Currency translation adjustment - - Ending balance, net $ 19,891 $ 19,891
SCHEDULE OF GOODWILL REPORTABLE BY SEGMENT	Goodwill by reportable segment is as follows: SCHEDULE OF GOODWILL REPORTABLE BY SEGMENT March 30, 2024 December 30, 2023 Professional Staffing - US $ 14,031 $ 14,031 Commercial Staffing - US 5,860 5,860 Ending balance, net $ 19,891 $ 19,891 Goodwill $ 19,891 $ 19,891

DEBT (Tables)

DEBT (Tables)	3 Months Ended
	Mar. 30, 2024
Debt Disclosure [Abstract]
SCHEDULE OF DEBT	SCHEDULE OF DEBT March 30, 2024 December 30, 2023 Jackson Investment Group - related party $ 10,116 $ 10,116 Redeemable Series H Preferred Stock 9,000 9,000 - Total Debt, Gross 19,116 19,116 Less: Debt Discount and Deferred Financing Costs, Net (512 ) (663 ) Total Debt, Net 18,604 18,453 Less: Non-Current Portion - Related Party - - Less: Non-Current Portion - - Total Current Debt, Net $ 18,604 $ 18,453

LEASES (Tables)

LEASES (Tables)	3 Months Ended
	Mar. 30, 2024
Leases
SCHEDULE OF LEASE, COST AND OPERATING LEASE LIABILITY MATURITY	Quantitative information regarding the Company’s leases for period ended March 30, 2024 is as follows: SCHEDULE OF LEASE, COST AND OPERATING LEASE LIABILITY MATURITY Lease Cost Classification March 30, 2024 Operating lease cost SG&A Expenses $ 228 Other information Weighted average remaining lease term (years) 3.52 Weighted average discount rate 7.00 %
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELABLE LEASES	Future minimum lease payments under non-cancelable leases as of March 30, 2024, were as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELABLE LEASES 2024 $ 1,066 2025 1,219 2026 1,087 2027 1,044 2028 1,072 Thereafter 664 Lessee operating lease liability payments due $ 6,152 Less: Imputed Interest 960 Operating lease, liability $ 5,192 Leases - Current $ 1,069 Leases - Non current $ 4,123

STOCKHOLDERS_ DEFICIT (Tables)

STOCKHOLDERS’ DEFICIT (Tables)	3 Months Ended
	Mar. 30, 2024
Accumulated Other Comprehensive Income (Loss) [Line Items]
SCHEDULE OF STOCKHOLDERS DEFICIT	The Company issued the following shares of common stock during the three-month period ended March 30, 2024: SCHEDULE OF STOCKHOLDERS DEFICIT Number of Common Fair Value Fair Value at Issuance Shares of Shares (minimum and maximum Shares issued to/for: Issued Issued per share) Consultants 1,000 $ 4 $ 4.10 $ 4.10 Board and committee members 11,000 53 $ 4.10 $ 4.10 Warrants issued in conjunction with inducement letter 62,117 516 $ 8.30 $ 8.30 74,117 $ 573 The Company issued the following shares of common stock during the three month period ended April 1, 2023: Number of Common Fair Value Fair Value at Issuance Shares of Shares (minimum and maximum Shares issued to/for: Issued Issued per share) Equity raise 98,952 $ 4,999 $ 26.50 $ 26.50 Employees 17,730 515 $ 28.20 $ 28.20 Board and committee members 6,000 201 $ 29.30 $ 31.30 122,682 $ 5,715
SCHEDULE OF UNVESTED RESTRICTED SHARES ACTIVITY	SCHEDULE OF UNVESTED RESTRICTED SHARES ACTIVITY Restricted Shares Weighted Average Price Per Share Outstanding at December 31, 2022 6,859 $ 67.20 Granted 33,731 23.00 Vested/adjustments (17,769 ) 28.80 Outstanding at December 30, 2023 22,821 31.80 Granted - — Vested/adjustments (262 ) 11.84 Balance at March 30, 2024 22,559 $ 28.28
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 December 31, 2022 170,369 $ 96.10 Issued 863,193 20.59 Exercised (276,117 ) 5.90 Expired or cancelled (87,665 ) 58.50 Outstanding at December 30, 2023 669,780 34.80 Issued — — Exercised (62,117 ) 8.30 Expired or cancelled — — Balance at March 30, 2024 607,663 $ 26.08
SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS ACTIVITY	A summary of option activity during the quarter ended March 30, 2024 is presented below: SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS ACTIVITY Weighted Average Options Exercise Price Outstanding at December 31, 2022 5,151 $ 500.60 Granted — — Exercised — — Expired or cancelled — — Outstanding at December 30, 2023 5,151 500.60 Granted — — Exercised — — Expired or cancelled (28 ) 5,303.57 Balance at March 30, 2024 5,123 $ 498.53
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
SCHEDULE OF WARRANTS OUTSTANDING	The following table summarizes warrants outstanding as of March 30, 2024: SCHEDULE OF WARRANTS OUTSTANDING Weighted Average Number Remaining Weighted Outstanding Contractual Average Exercise Price and Exercisable Life (years) Exercise price $ 3.06 3,750.00 607,663 4.26 $ 26.08

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	3 Months Ended
	Mar. 30, 2024
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 March 30, 2024 1-Apr-23 Three Months Ended March 30, 2024 April 1, 2023 Commercial Staffing - US $ 19,636 $ 23,248 Professional Staffing - US 21,808 24,376 Total Revenue $ 41,444 $ 47,624 Commercial Staffing - US $ 3,050 $ 4,190 Professional Staffing - US 2,260 3,296 Total Gross Profit $ 5,310 $ 7,486 Selling, general and administrative expenses $ (7,094 ) $ (7,789 ) Depreciation and amortization (481 ) (491 ) Interest expense and amortization of debt discount and deferred financing costs (1,247 ) (1,154 ) Gain (loss) on discontinued operations 901 (853 ) Other (loss) income, net 105 (14 ) Loss Before Provision for Income Tax $ (2,506 ) $ (2,815 )
SCHEDULE OF DISAGGREGATES REVENUES BY SEGMENTS	The following table disaggregates revenues by segments: SCHEDULE OF DISAGGREGATES REVENUES BY SEGMENTS Commercial Staffing - US Professional Staffing - US Total Three Months Ended March 30, 2024 Commercial Staffing - US Professional Staffing - US Total Permanent Revenue $ 54 $ 220 $ 274 Temporary Revenue 19,582 21,588 41,170 Total Revenue $ 19,636 $ 21,808 $ 41,444 Commercial Staffing - US Professional Staffing - US Total Quarter Ended April 1, 2023 Commercial Staffing - US Professional Staffing - US Total Permanent Revenue $ 131 $ 369 $ 500 Temporary Revenue 23,117 24,007 47,124 Total Revenue $ 23,248 $ 24,376 $ 47,624

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)	3 Months Ended
	Mar. 30, 2024
Related Party Transactions [Abstract]
SCHEDULE OF RELATED PARTY TRANSACTIONS	SCHEDULE OF RELATED PARTY TRANSACTIONS Three Months Ended March 30, 2024 Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Dimitri Villard $ 25 2,000 $ 12 $ 37 Nick Florio 25 3,000 12 37 Vincent Cebula 25 2,000 12 37 Alicia Barker - 2,000 8 8 Brendan Flood - 2,000 8 8 $ 75 11,000 $ 52 $ 127 Three Months Ended April 1, 2023 Cash Compensation Shares Issued Value of Shares Issued Compensation Expense Recognized Dimitri Villard $ 25 1,000 $ 29 $ 54 Jeff Grout 25 1,000 29 54 Nick Florio - 1,000 29 29 Vincent Cebula 8 1,000 29 36 Alicia Barker - 1,000 32 32 Brendan Flood - 1,000 32 32 $ 58 6,000 $ 180 $ 237

SUPPLEMENTAL CASH FLOW INFORM_2

SUPPLEMENTAL CASH FLOW INFORMATION (Tables)	3 Months Ended
	Mar. 30, 2024
Supplemental Cash Flow Elements [Abstract]
SCHEDULE OF CASH FLOW, SUPPLEMENTAL DISCLOSURES	SCHEDULE OF CASH FLOW, SUPPLEMENTAL DISCLOSURES March 30, 2024 April 1, 2023 Three Months Ended March 30, 2024 April 1, 2023 Cash paid for: Interest $ 832 $ 1,406 Income taxes — — Non-Cash Investing and Financing Activities: Debt discount - Series H 64 54 Debt discount - Related party note 87 44

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023	Dec. 30, 2023
Accumulated deficit	$ 129,612		$ 127,056
Working capital deficit	46,965
Outstanding principal balance	19,116		19,116
Cash	437		$ 721
Revenue	$ 41,444	$ 47,624
Effective income tax rate	(2.00%)	(0.79%)
Effective income tax rate federal	21%
Temporary Contractor Revenue [Member]
Revenue	$ 41,170	$ 47,124
Permanent Placement Revenue [Member]
Revenue	274	$ 500
2020 Jackson Note [Member]
Outstanding principal balance	10,116
2020 Jackson Note [Member] | Midcap Funding X Trust [Member]
Long-term line of credit	$ 32,500

SCHEDULE OF COMMON SHARE EQUIVA

SCHEDULE OF COMMON SHARE EQUIVALENT BASIS AND OUTSTANDING EXCLUDED FROM PER SHARE COMPUTATIONS OF ANTI-DILUTIVE (Details) - shares	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	635,345	480,436
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	607,663	462,455
Restricted Shares Unvested [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	22,559	12,850
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	5,123	5,131

ACCOUNTS RECEIVABLE FINANCING (

ACCOUNTS RECEIVABLE FINANCING (Details Narrative) - USD ($) $ in Thousands	Aug. 30, 2023	Oct. 27, 2022	Sep. 15, 2017	Mar. 30, 2024	Dec. 30, 2023	Oct. 26, 2022
Financing Receivable, Modified [Line Items]
Line of credit facility, description	Pursuant to the First Omnibus Amendment Agreement, interest on the 2022 Jackson Note, evidencing the obligations of the Obligors under the Third A&R Agreement and executed by the Company in favor of Jackson, shall be paid in cash and continue to accrue at a rate per annum equal to 12% until the principal amount of the 2022 Jackson Note has been paid in full. In the event that Company has not repaid in cash at least 50% of the outstanding principal balance of the 2022 Jackson Note as of the date of the First Omnibus Amendment Agreement or on or before October 27, 2023, then interest on the outstanding principal balance of the 2022 Jackson Note will accrue at 16% per annum until the 2022 Jackson Note is repaid in full.
Credit and Security Agreement [Member]
Financing Receivable, Modified [Line Items]
Interest rate		3%
Credit and Security Agreement [Member] | Revolving Credit Facility [Member]
Financing Receivable, Modified [Line Items]
Line of credit facility, description	(i) increases the applicable margin (a) from 4.25% to 4.50% with respect to revolving loans and other obligations (other than letter of credit liabilities) and (b) from 3.75% to 4.50% with respect to letter of credit liabilities, (ii) revises the definition of borrowing base to include the amount of any reserves and/or adjustments provided for in the Credit and Security Agreement, including, but not limited to, the Additional Reserve Amount (as defined in the in Amendment No. 28), (iii) requires that the Company complies with a fixed charge coverage ratio of at least 1:00 to 1:00, and (iv) waives the existing event of default that occurred under the Credit and Security Agreement due to the Credit Parties’ failure to maintain the Minimum Liquidity amount (as defined in the Credit and Security Agreement) for the fiscal month ending June 30, 2023 (each as defined in the Credit and Security Agreement).
Revolving loans amount	$ 1,300
Line of credit facility, percentage	50%
Modification fee	$ 68
Line of credit facility, periodic payment interest	$ 32
Midcap Financial Trust [Member]
Financing Receivable, Modified [Line Items]
Long-term line of credit			$ 25,000	$ 13,673	$ 14,698
Line of credit facility additional borrowing capacity			$ 25,000
Line of credit facility, maturity date			Apr. 08, 2019
MidCap Funding IV Trust [Member] | Credit and Security Agreement [Member]
Financing Receivable, Modified [Line Items]
Loans payable		$ 32,500				$ 25,000
Debt instrument maturity date		extends the commitment expiry date from October 27, 2022 to September 6, 2024
Line of credit facility, 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%.
MidCap Funding IV Trust [Member] | Credit and Security Agreement [Member] | Tranches [Member]
Financing Receivable, Modified [Line Items]
Loan commitment amount		$ 42,500
MidCap Funding IV Trust [Member] | Credit and Security Agreement [Member] | Tranches [Member] | Maximum [Member]
Financing Receivable, Modified [Line Items]
Loans payable		10,000
MidCap Funding IV Trust [Member] | Credit and Security Agreement [Member] | Tranches [Member] | Minimum [Member]
Financing Receivable, Modified [Line Items]
Loans payable		$ 5,000

SCHEDULE OF BREAKDOWN OF INTANG

SCHEDULE OF BREAKDOWN OF INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	Mar. 30, 2024	Dec. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 29,450	$ 29,450
Accumulated amortization	(18,667)	(18,257)
Intangible assets, net	10,783	11,193
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	8,282	8,282
Accumulated amortization	(5,071)	(4,928)
Intangible assets, net	3,211	3,354
Non Compete [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	2,215	2,215
Accumulated amortization	(2,215)	(2,215)
Intangible assets, net
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	18,953	18,953
Accumulated amortization	(11,381)	(11,114)
Intangible assets, net	$ 7,572	$ 7,839

SCHEDULE OF ESTIMATED ANNUAL AM

SCHEDULE OF ESTIMATED ANNUAL AMORTIZATION EXPENSE FOR EACH OF THE NEXT FIVE FISCAL YEARS (Details) - USD ($) $ in Thousands	Mar. 30, 2024	Dec. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 1,249
2025	1,617
2026	1,567
2027	1,567
2028	1,321
Thereafter	3,462
Intangible assets, net	$ 10,783	$ 11,193

SCHEDULE OF GOODWILL (Details)

SCHEDULE OF GOODWILL (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 30, 2024	Dec. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Beginning balance, gross	$ 19,891	$ 19,891
Acquisition
Accumulated disposition
Accumulated impairment losses
Currency translation adjustment
Ending balance, net	$ 19,891	$ 19,891

SCHEDULE OF GOODWILL REPORTABLE

SCHEDULE OF GOODWILL REPORTABLE BY SEGMENT (Details) - USD ($) $ in Thousands	Mar. 30, 2024	Dec. 30, 2023
Goodwill	$ 19,891	$ 19,891
Professional Staffing [Member] | UNITED STATES
Goodwill	14,031	14,031
Commercial Staffing [Member] | UNITED STATES
Goodwill	$ 5,860	$ 5,860

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 410	$ 454
Intangible asset, useful life	5 years 6 months

SCHEDULE OF DEBT (Details)

SCHEDULE OF DEBT (Details) - USD ($) $ in Thousands	Mar. 30, 2024	Dec. 30, 2023
Short-Term Debt [Line Items]
Total Debt, Gross	$ 19,116	$ 19,116
Less: Debt Discount and Deferred Financing Costs, Net	(512)	(663)
Total Debt, Net	18,604	18,453
Total Current Debt, Net	18,604	18,453
Related Party [Member]
Short-Term Debt [Line Items]
Less: Non-Current Portion - Related Party
Nonrelated Party [Member]
Short-Term Debt [Line Items]
Less: Non-Current Portion
Jackson Investment Group Related Party [Member]
Short-Term Debt [Line Items]
Total Debt, Gross	10,116	10,116
Redeemable Series H Preferred Stock [Member]
Short-Term Debt [Line Items]
Total Debt, Gross	$ 9,000	$ 9,000

DEBT (Details Narrative 4)

DEBT (Details Narrative 4) - Series H Preferred Stock [Member]	Sep. 30, 2023 $ / shares shares
Number of additional shares redeem | shares	100,000
Redemption price per share | $ / shares	$ 0.00

DEBT (Details Narrative)

DEBT (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended	3 Months Ended
	Sep. 30, 2023	Sep. 01, 2023	Aug. 30, 2023	May 18, 2022	Mar. 30, 2024	Apr. 01, 2023	Dec. 27, 2023	Oct. 27, 2022
Expiration term			Pursuant to the First Omnibus Amendment Agreement, interest on the 2022 Jackson Note, evidencing the obligations of the Obligors under the Third A&R Agreement and executed by the Company in favor of Jackson, shall be paid in cash and continue to accrue at a rate per annum equal to 12% until the principal amount of the 2022 Jackson Note has been paid in full. In the event that Company has not repaid in cash at least 50% of the outstanding principal balance of the 2022 Jackson Note as of the date of the First Omnibus Amendment Agreement or on or before October 27, 2023, then interest on the outstanding principal balance of the 2022 Jackson Note will accrue at 16% per annum until the 2022 Jackson Note is repaid in full.
Number of shares issued					74,117	122,682
Preferred stock stated value							$ 0.00001
Common Stock [Member]
Number of shares issued		552,234				98,952
Series H Preferred Stock [Member]
Number of shares issued				9,000,000
Preferred stock stated value				$ 0.00001
Debt instrument conversion price				1
Preferred stock conversion price				$ 25.714
Cash dividends per annum rate				12%
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.
Debt instrument redemption amount				$ 8,265	$ 9,000
Fair value of deferred financing				$ 735
Series H Preferred Stock [Member] | Common Stock [Member]
Debt instrument issuance of aggregate shares				350,000
Series H Preferred Stock [Member] | Headway [Member]
Ownership percentage				100%
Third Amended and Restated Note Purchase Agreement [Member] | Jackson Investment Group, LLC [Member]
Percentage of first call over of net proceeds from increase of common stock								50%
Purchase Agreement Amended [Member]
Contingent payment amount as per agreement	$ 5,000
Contingent payment installment amount	1,000
Installment amount to be paid to third parties to satisfy existing incentives and fees	$ 134
Senior Secured Tweleve Promissory Note [Member]
Expiration term			amends the Third A&R Agreement, (ii) provided for the issuance of a new 12% Senior Secured Promissory Note due October 14, 2024 (the “2023 Jackson Note” and together with the 2022 Jackson Note, the “Jackson Notes”) to Jackson, and (iii) joins certain subsidiaries of the Company to (a) that certain Amended and Restated Pledge Agreement, dated as of September 15, 2017 (as amended by the First Omnibus Amendment Agreement, the “Pledge Agreement”) and (b) that certain Amended and Restated Security Agreement, dated as of September 15, 2017 (as amended by the Amendment Agreement, the “Security Agreement”), as either subsidiary guarantors or pledgors (as applicable) and amends certain terms and conditions of each of the Pledge Agreement and the Security Agreement.

SCHEDULE OF LEASE, COST AND OPE

SCHEDULE OF LEASE, COST AND OPERATING LEASE LIABILITY MATURITY (Details) $ in Thousands	3 Months Ended
	Mar. 30, 2024 USD ($)
Leases
Operating lease cost	$ 228
Weighted average remaining lease term (years)	3 years 6 months 7 days
Weighted average discount rate	7%

SCHEDULE OF FUTURE MINIMUM LEAS

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELABLE LEASES (Details) - USD ($) $ in Thousands	Mar. 30, 2024	Dec. 30, 2023
Leases
Leases - Current	$ 1,069	$ 1,035
Leases - Non current	$ 4,123	$ 4,213

LEASES (Details Narrative)

LEASES (Details Narrative) - USD ($) $ in Thousands	1 Months Ended
	Feb. 29, 2024	Jan. 31, 2024	Mar. 30, 2024	Dec. 30, 2023
Operating Lease, Right-of-Use Asset			$ 4,769	$ 4,813
New Lease Agreement [Member] | MOROCCO
Lessee, operating lease, renewal term	3 years	3 years
Increase in operating right of use assets	$ 72	$ 54
Accounting Standards Update 2018-11 [Member]
Operating Lease, Right-of-Use Asset			4,769
Operating Lease, Liability			$ 5,192

SCHEDULE OF STOCKHOLDERS DEFICI

SCHEDULE OF STOCKHOLDERS DEFICIT (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Subsidiary, Sale of Stock [Line Items]
Number of common shares issued	74,117	122,682
Fair value of shares issued	$ 573	$ 5,715
Warrants Exercised Per Inducement Letter [Member]
Subsidiary, Sale of Stock [Line Items]
Number of common shares issued	62,117
Fair value of shares issued	$ 516
Equity Raise [Member]
Subsidiary, Sale of Stock [Line Items]
Number of common shares issued		98,952
Fair value of shares issued		$ 4,999
Minimum [Member] | Warrants Exercised Per Inducement Letter [Member]
Subsidiary, Sale of Stock [Line Items]
Fair value at issuance (per Share)	$ 8.30
Minimum [Member] | Equity Raise [Member]
Subsidiary, Sale of Stock [Line Items]
Fair value at issuance (per Share)		$ 26.50
Maximum [Member] | Warrants Exercised Per Inducement Letter [Member]
Subsidiary, Sale of Stock [Line Items]
Fair value at issuance (per Share)	$ 8.30
Maximum [Member] | Equity Raise [Member]
Subsidiary, Sale of Stock [Line Items]
Fair value at issuance (per Share)		$ 26.50
Consultant [Member]
Subsidiary, Sale of Stock [Line Items]
Number of common shares issued	1,000
Fair value of shares issued	$ 4
Consultant [Member] | Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Fair value at issuance (per Share)	$ 4.10
Consultant [Member] | Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Fair value at issuance (per Share)	$ 4.10
Board and Committee Members [Member]
Subsidiary, Sale of Stock [Line Items]
Number of common shares issued	11,000	6,000
Fair value of shares issued	$ 53	$ 201
Board and Committee Members [Member] | Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Fair value at issuance (per Share)	$ 4.10	$ 29.30
Board and Committee Members [Member] | Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Fair value at issuance (per Share)	$ 4.10	$ 31.30
Employees [Member]
Subsidiary, Sale of Stock [Line Items]
Number of common shares issued		17,730
Fair value of shares issued		$ 515
Employees [Member] | Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Fair value at issuance (per Share)		$ 28.20
Employees [Member] | Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Fair value at issuance (per Share)		$ 28.20

SCHEDULE OF UNVESTED RESTRICTED

SCHEDULE OF UNVESTED RESTRICTED SHARES ACTIVITY (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 30, 2024	Dec. 30, 2023
Equity [Abstract]
Restricted shares, beginning balance	22,821	6,859
Weighted average price per share, beginning balance	$ 31.80	$ 67.20
Restricted shares, granted		33,731
Weighted average price per share, granted		$ 23
Restricted shares, vested/adjustments	(262)	(17,769)
Weighted average price per share, vested/adjustments	$ 11.84	$ 28.80
Restricted shares, ending balance	22,559	22,821
Weighted average price per share, ending balance	$ 28.28	$ 31.80

STOCKHOLDERS' EQUITY (Details N

STOCKHOLDERS' EQUITY (Details Narrative 5)	1 Months Ended
	Sep. 30, 2023 $ / shares shares
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Exercise price, per share | $ / shares	$ 10.375
September 2023 Placement Agent Warrants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Purchase shares of common stock | shares	20,709

SCHEDULE OF WARRANTS ACTIVITY (

SCHEDULE OF WARRANTS ACTIVITY (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 30, 2024	Dec. 30, 2023
Equity [Abstract]
Number of shares, outstanding ending balance	669,780	170,369
Weighted average exercise price, outstanding beginning balance	$ 34.80	$ 96.10
Number of shares, issued		863,193
Weighted average exercise price, issued		$ 20.59
Number of shares, exercised	(62,117)	(276,117)
Weighted average exercise price, exercised	$ 8.30	$ 5.90
Number of shares, expired or cancelled		(87,665)
Weighted average exercise price, expired or cancelled		$ 58.50
Number of shares, outstanding ending balance	607,663	669,780
Weighted average exercise price, outstanding ending balance	$ 26.08	$ 34.80

SCHEDULE OF WARRANTS OUTSTANDIN

SCHEDULE OF WARRANTS OUTSTANDING (Details) - $ / shares	3 Months Ended
	Mar. 30, 2024	Sep. 30, 2023
Exercise price		$ 10.375
Number of warrants outstanding and exercisable	607,663
Weighted average remaining contractual life (years)	4 years 3 months 3 days
Weighted average exercise price	$ 26.08
Minimum [Member]
Exercise price	3.06
Maximum [Member]
Exercise price	$ 3,750

SCHEDULE OF SHARE-BASED COMPENS

SCHEDULE OF SHARE-BASED COMPENSATION, STOCK OPTIONS ACTIVITY (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 30, 2024	Dec. 30, 2023
Equity [Abstract]
Options outstanding, beginning balance	5,151	5,151
Weighted average exercise price, beginning balance	$ 500.60	$ 500.60
Options granted
Weighted average exercise price, granted
Options exercised
Weighted average exercise price, exercised
Options expired or cancelled	28,000
Weighted average exercise price, expired or cancelled	$ 5,303.57
Options expired or cancelled	(28,000)
Options outstanding, ending balance	5,123	5,151
Weighted average exercise price, ending balance	$ 498.53	$ 500.60

STOCKHOLDERS_ DEFICIT (Details

STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands

3 Months Ended

Sep. 27, 2023

Sep. 06, 2023

Sep. 01, 2023

Feb. 07, 2023

Jan. 04, 2023

Jul. 07, 2022

Mar. 30, 2024

Apr. 01, 2023

Apr. 01, 2023

Dec. 30, 2023

Dec. 27, 2023

Dec. 26, 2023

Sep. 30, 2023

Subsidiary, Sale of Stock [Line Items]

Common stock, par value

$ 0.0001

$ 0.0001

$ 0.00001

Common stock, shares authorized

250,000,000

250,000,000

250,000,000

200,000,000

Capital stock, shares authorized

270,000,000

220,000,000

Preferred stock, shares authorized

20,000,000

Preferred stock, par value

$ 0.00001

Warrant exercise price

$ 10.375

Sharebased payment expense

$ 16

$ 16

Sale of common stock and warrants, shares

74,117

122,682

Dividend description

(a) $100.00 and (b) the sum of (1) 10,000 (subject to adjustments for stock dividends, stock splits, or stock combinations) times the aggregate per share amount of all cash dividends, plus (2) 10,000 (subject to adjustments for stock dividends, stock splits, or stock combinations) times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of common stock, or a subdivision of the outstanding shares of common stock (by reclassification or otherwise), in each case declared on the common stock. In the event of liquidation, dissolution or winding up of the Company, the holders of the Preferred Stock will be entitled to a minimum preferential payment of the greater of (a) $100.00 per share (plus any accrued but unpaid dividends and distributions), and (b) an amount equal to 10,000 times (subject to adjustments for stock dividends, stock splits, or stock combinations) made per share amount of all cash and other property to be distributed in respect of common stock. Each share of Preferred Stock will be initially entitled to 10,000 votes (subject to adjustment for stock dividends, stock splits, or stock combinations). In addition to voting together with the holders of common stock for the election of other directors of the Company, the holders of Preferred Stock, voting separately as a class to the exclusion of the holders of common stock, shall be entitled at the meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Company. Holders of Preferred Stock shall otherwise have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of common stock as set forth herein) for taking any corporate action, other than as required by law.

Description of purchase price

no adjustment in the Purchase Price will be required unless such adjustment would require an increase or decrease of at least 1% in such Purchase Price

Sale of stock, price per share

$ 0.1

Acquiring Person [Member]

Subsidiary, Sale of Stock [Line Items]

Business acquisition, description of acquired entity

In the event that any person or group of affiliated or associated persons becomes an Acquiring Person (the first occurrence of such event, a “Flip-In Event”), each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereupon become void), will thereafter have the right to receive upon exercise of a Right that number of shares of common stock equal to the number of shares of common stock obtained by dividing the Purchase Price (subject to adjustments) by 50% of the current per share market price of the common stock on the date of the Flip-In Event. Except in certain situations, a person or group of affiliated or associated persons becomes an “Acquiring Person” upon acquiring beneficial ownership of 10% (20% in the case of a Passive Investor (as defined in the Rights Agreement)) or more in voting power of the shares of Voting Stock then outstanding, subject to certain exclusions.

Business combination acquired, percentage

50%

Business acquisition, percentage of voting

50%

Restricted Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Shares issued

22,559

Sharebased payment expense

$ 186

$ 720

Series A Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Dividends Payable

$ 125

$ 125

Minimum [Member]

Subsidiary, Sale of Stock [Line Items]

Warrant exercise price

$ 3.06

Maximum [Member]

Subsidiary, Sale of Stock [Line Items]

Warrant exercise price

$ 3,750

Common Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Sale of common stock and warrants, shares

552,234

98,952

Warrant [Member]

Subsidiary, Sale of Stock [Line Items]

Proceeds from warrant exercises

$ 2,292

Exercise of warrants percentage

50%

Securities Purchase Agreement [Member]

Subsidiary, Sale of Stock [Line Items]

Common stock issued ammended

1,510

Warrant exercise price

$ 30.60

Expiration date

Oct. 27, 2027

Securities Purchase Agreement [Member] | Minimum [Member]

Subsidiary, Sale of Stock [Line Items]

Warrant exercise price

$ 600

Securities Purchase Agreement [Member] | Maximum [Member]

Subsidiary, Sale of Stock [Line Items]

Warrant exercise price

$ 30.60

Warrant Amendment Agreement [Member]

Subsidiary, Sale of Stock [Line Items]

Common stock issued ammended

65,786

Warrant exercise price

$ 58.50

Maturity date

Jan. 07, 2028

Fair Value, Option, Changes in Fair Value, Gain (Loss)

$ 837

Warrant Amendment Agreement [Member] | Minimum [Member]

Subsidiary, Sale of Stock [Line Items]

Warrant exercise price

$ 185

Warrant Amendment Agreement [Member] | Maximum [Member]

Subsidiary, Sale of Stock [Line Items]

Warrant exercise price

$ 380

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

Subsidiary, Sale of Stock [Line Items]

Fair value adjustment of warrants

$ 29

Inducement Offer Letter Agreement [Member]

Subsidiary, Sale of Stock [Line Items]

Warrant exercise price

$ 8.30

Class of warrant or right, outstanding

276,117

Limited Duration Stockholder Rights Agreement [Member] | Director [Member]

Subsidiary, Sale of Stock [Line Items]

Preferred stock, par value

$ 0.0001

Limited Duration Stockholder Rights Agreement [Member] | Preferred Stock [Member] | Director [Member]

Subsidiary, Sale of Stock [Line Items]

Share price

$ 20.75

February 2023 IPO [Member] | H.C. Wainwright & Co., LLC [Member]

Subsidiary, Sale of Stock [Line Items]

Common stock issued ammended

14,134

Warrant exercise price

$ 33.165

Cash fee percentage

7.50%

Management fee percentage

1%

February 2023 IPO [Member] | Securities Purchase Agreement [Member]

Subsidiary, Sale of Stock [Line Items]

Common stock, par value

$ 0.0001

Common stock issued ammended

31,500

Public offering price

$ 26.532

Shares issued price per share

$ 26.522

Pre-funded description

Subject to certain limitations described in the February 2023 Pre-Funded Warrants, the February 2023 Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal consideration of $0.01 per share any time until all of the February 2023 Pre-Funded Warrants are exercised in full. A holder will not have the right to exercise any portion of the February 2023 Warrants or the February 2023 Pre-Funded Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% or 9.99%, respectively (or at the election of the holder of such warrants, 9.99%) of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the February 2023 Warrants or the February 2023 Pre-Funded Warrants, respectively. However, upon notice from the holder to the Company, the holder may increase the beneficial ownership limitation pursuant to the February 2023 Warrants, which may not exceed 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the February 2023 Warrants, provided that any increase in the beneficial ownership limitation will not take effect until 61 days following notice to the Company.

February 2023 IPO [Member] | Securities Purchase Agreement [Member] | Prefunded Warrant [Member]

Subsidiary, Sale of Stock [Line Items]

Common stock issued ammended

156,952

February 2023 IPO [Member] | Warrant Amendment Agreement [Member]

Subsidiary, Sale of Stock [Line Items]

Common stock issued ammended

87,666

Warrant exercise price

$ 58.50

Maturity date

Jan. 07, 2028

Fair Value, Option, Changes in Fair Value, Gain (Loss)

$ 176

February 2023 IPO [Member] | Warrant Amendment Agreement [Member] | Minimum [Member]

Subsidiary, Sale of Stock [Line Items]

Warrant exercise price

$ 24.70

February 2023 Purchase Agreement [Member] | Warrant Amendment Agreement [Member]

Subsidiary, Sale of Stock [Line Items]

Maturity date

Jan. 07, 2028

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands

3 Months Ended

Oct. 01, 2024

Sep. 01, 2024

Aug. 01, 2024

Jul. 01, 2024

Jun. 01, 2024

May 01, 2024

Mar. 09, 2024

May 18, 2022

Sep. 30, 2019

Mar. 30, 2024

Aug. 27, 2020

Sep. 11, 2019

Aug. 27, 2019

Key Resources Inc [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Business combination earnout consideration interest payment

$ 10

Headway Workforce Solutions [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Payment totaling

$ 5,000

Contingent payment

$ 2,000

Consideration transferred amount

5,000

Transferred remaining

$ 5,000

Headway Workforce Solutions [Member] | Contingent Payment One [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Contingent payment description

Adjusted EBITDA of $0 or less than $0= no Contingent Payment

Headway Workforce Solutions [Member] | Contingent Payment Two [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [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]

Collaborative Arrangement and Arrangement Other than Collaborative [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]

Collaborative Arrangement and Arrangement Other than Collaborative [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]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Contingent payment description

Adjusted EBITDA of $2,000 or more x 2.5 multiple= $5,000 Contingent Payment

Business Combination Earnout Consideration Prepone Date [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Payment totaling

$ 2,027

$ 2,027

$ 2,027

Settlement and Release Agreement [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Litigation settlement

$ 2,000

Settlement and Release Agreement [Member] | Forecast [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Settlement expense

$ 1,511

$ 112

$ 113

$ 114

$ 114

Settlement and Release Agreement [Member] | Subsequent Event [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Settlement expense

$ 115

SCHEDULE OF SEGMENT REPORTING I

SCHEDULE OF SEGMENT REPORTING INFORMATION, BY SEGMENT (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Segment Reporting Information [Line Items]
Total Revenue	$ 41,444	$ 47,624
Total Gross Profit	5,310	7,486
Selling, general and administrative expenses	(7,094)	(7,789)
Depreciation and amortization	(481)	(491)
Interest expense and amortization of debt discount and deferred financing costs	(1,247)	(1,154)
Gain (loss) on discontinued operations	901	(853)
Other (loss) income, net	105	(14)
Loss Before Benefit from Income Tax	(2,506)	(2,815)
Commercial Staffing US [Member] | UNITED STATES
Segment Reporting Information [Line Items]
Total Revenue	19,636	23,248
Total Gross Profit	3,050	4,190
Professional Staffing US [Member] | UNITED STATES
Segment Reporting Information [Line Items]
Total Revenue	21,808	24,376
Total Gross Profit	$ 2,260	$ 3,296

SCHEDULE OF DISAGGREGATES REVEN

SCHEDULE OF DISAGGREGATES REVENUES BY SEGMENTS (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Segment Reporting Information [Line Items]
Total Revenue	$ 41,444	$ 47,624
Operating Segments [Member]
Segment Reporting Information [Line Items]
Total Revenue	41,444	47,624
Permanent Placement Revenue [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Total Revenue	274	500
Temporary Contractor Revenue [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Total Revenue	41,170	47,124
Commercial Staffing US [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Total Revenue	19,636	23,248
Commercial Staffing US [Member] | Permanent Placement Revenue [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Total Revenue	54	131
Commercial Staffing US [Member] | Temporary Contractor Revenue [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Total Revenue	19,582	23,117
Professional Staffing US [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Total Revenue	21,808	24,376
Professional Staffing US [Member] | Permanent Placement Revenue [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Total Revenue	220	369
Professional Staffing US [Member] | Temporary Contractor Revenue [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Total Revenue	$ 21,588	$ 24,007

SCHEDULE OF RELATED PARTY TRANS

SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) - USD ($)	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Related Party Transaction [Line Items]
Compensation Expense Recognized	$ 16,000	$ 16,000
Board and Committee [Member]
Related Party Transaction [Line Items]
Cash Compensation	$ 75,000	$ 58,000
Shares Issued	11,000	6,000
Value of Shares Issued	$ 52,000	$ 180,000
Compensation Expense Recognized	127,000	237,000
Dimitri Villard [Member] | Board and Committee [Member]
Related Party Transaction [Line Items]
Cash Compensation	$ 25,000	$ 25,000
Shares Issued	2,000	1,000
Value of Shares Issued	$ 12,000	$ 29,000
Compensation Expense Recognized	37,000	54,000
Nick Florio [Member] | Board and Committee [Member]
Related Party Transaction [Line Items]
Cash Compensation	$ 25,000
Shares Issued	3,000	1,000
Value of Shares Issued	$ 12,000	$ 29,000
Compensation Expense Recognized	37,000	29,000
Vincent Cebula [Member] | Board and Committee [Member]
Related Party Transaction [Line Items]
Cash Compensation	$ 25,000	$ 8,000
Shares Issued	2,000	1,000
Value of Shares Issued	$ 12,000	$ 29,000
Compensation Expense Recognized	37,000	36,000
Alicia Barker [Member] | Board and Committee [Member]
Related Party Transaction [Line Items]
Cash Compensation
Shares Issued	2,000	1,000
Value of Shares Issued	$ 8,000	$ 32,000
Compensation Expense Recognized	8,000	32,000
Brendan Flood [Member] | Board and Committee [Member]
Related Party Transaction [Line Items]
Cash Compensation
Shares Issued	2,000	1,000
Value of Shares Issued	$ 8,000	$ 32,000
Compensation Expense Recognized	$ 8,000	32,000
Jeff Grout [Member] | Board and Committee [Member]
Related Party Transaction [Line Items]
Cash Compensation		$ 25,000
Shares Issued		1,000
Value of Shares Issued		$ 29,000
Compensation Expense Recognized		$ 54,000

SCHEDULE OF CASH FLOW, SUPPLEME

SCHEDULE OF CASH FLOW, SUPPLEMENTAL DISCLOSURES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Supplemental Cash Flow Elements [Abstract]
Interest	$ 832	$ 1,406
Income taxes
Debt discount - Series H	64	54
Debt discount - Related party note	$ 87	$ 44

DISCONTINUED OPERATIONS (Detail

DISCONTINUED OPERATIONS (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 30, 2024	Apr. 01, 2023
Discontinued Operations and Disposal Groups [Abstract]
Gain on discontinued operation	$ 901	$ (853)

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Millions	Jun. 20, 2024	Jul. 12, 2024	Jun. 26, 2024	Jul. 17, 2023
Subsequent Event [Line Items]
Minimum bid price				$ 1
Subsequent Event [Member]
Subsequent Event [Line Items]
Minimum bid price			$ 1
Stockholders equity minimum	$ 2.5
Number of shares held in abeyance		159,000