8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

June 30, 2023

Date of Report (Date of earliest event reported)

STAFFING 360 SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37575	68-0680859
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

757 3^rd Avenue

27^th Floor

New York, NY 10017

(Address of principal executive offices)

(646) 507-5710

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	STAF	NASDAQ

Item 1.01 Entry Into a Material Definitive Agreement.

As previously reported, on October 27, 2022, Staffing 360 Solutions, Inc. (the “Company”) entered that certain Third Amended and Restated Note Purchase Agreement (the “Note Purchase Agreement”), by and among the Company, the subsidiary guarantors party thereto and Jackson Investment Group, LLC (the “Purchaser”). On June 30, 2023, the Company, the Purchaser and the subsidiary guarantors party thereto, entered into an amendment (“Amendment No. 1”) to the Note Purchase Agreement to amend the interest payment dates of July 1, 2023, August 1, 2023, and September 1, 2023 to October 1, 2023, November 1, 2023 and December 1, 2023, respectively.

The foregoing description of the Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 1, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported, on May 18, 2023, the Company received a notice from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that as it has not yet filed its Form 10-Q for the period ended April 1, 2023 (the “Form 10-Q”) pursuant to Nasdaq Listing Rule 5250(c)(1) (the “Rule”), such matter serves as a basis for delisting the Company’s securities from Nasdaq in addition to the matters previously reported. As previously disclosed in a Notification of Late Filing on Form 12b-25, filed with the Securities and Exchange Commission (the “SEC”) on May 16, 2023, the Company was unable to file the Form 10-Q by the prescribed due date.

On July 5, 2023, the Company received a notice (the “Notice”) from the Staff notifying the Company that it has been granted an exception to enable the Company to regain compliance with the Rule pursuant to the following terms: on or before October 16, 2023, the Company must file the Form 10-Q, as required by the Rule. In the event the Company does not satisfy the terms of the exception, the Staff will provide written notification that the Company’s common stock will be delisted.

The Notice has 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.

The Company believes that it will regain compliance with the Rule once the Form 10-Q is filed with the SEC.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Amendment No. 1 to the Third Amended and Restated Note Purchase Agreement, dated June 30, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 7, 2023	STAFFING 360 SOLUTIONS, INC.
	By:	/s/ Brendan Flood
		Brendan Flood
		Chairman and Chief Executive Officer

EX-1

Exhibit 10.1

AMENDMENT TO THIRD AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

THIS AMENDMENT TO THIRD AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (this “Agreement”), dated and effective as of June 30, 2023, is by and among Staffing 360 Solutions, Inc., a Delaware corporation (the “Company”), the entities identified on the signature pages hereto as subsidiary guarantors (collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors and the Company are referred to herein collectively as the “Obligors”), and Jackson Investment Group, LLC (the “Purchaser”).

WHEREAS, the Obligors and Purchaser are parties to that Third Amended and Restated Note Purchase Agreement, dated as of October 27, 2022 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Purchase Agreement); and

WHEREAS, the Obligors and the Purchaser have agreed to amend the Purchase Agreement as set forth herein.

NOW THEREFORE, for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment to Purchase Agreement. The Purchase Agreement is hereby amended by deleting and replacing the final sentence of Section 2.2(a) thereof in its entirety with the following (the underlined text reflects the amended portion):

“All accrued and unpaid interest on the outstanding principal balance of the Third Amended and Restated Note shall be due and payable in arrears in cash on a monthly basis on the first day of each month in each year on and after the date hereof (with the first such monthly payment due on November 1, 2022; each such monthly payment date being referred to herein as an “Interest Payment Date”) and on the Maturity Date; provided that (i) the interest payment that would, pursuant to this sentence, be due on the Interest Payment Date occurring on July 1, 2023 shall instead be due on the Interest Payment Date occurring on October 1, 2023, (ii) the interest payment that would, pursuant to this sentence, be due on the Interest Payment Date occurring on August 1, 2023 shall instead be due on the Interest Payment Date occurring on November 1, 2023; and (iii) the interest payment that would, pursuant to this sentence, be due on the Interest Payment Date occurring on September 1, 2023 shall instead be due on the Interest Payment Date occurring on December 1, 2023.”

2. All references in the Purchase Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) and all references in the Note Documents to the Purchase Agreement shall henceforth be references to the Purchase Agreement as modified and amended hereby, and as may, from time to time, be further amended, modified, extended, renewed, or increased. Any and all of the terms and provisions of the other Note documents are hereby amended and modified wherever necessary, even though not specifically addressed herein, so as to conform to the amendments and modifications set forth herein.

3. This Agreement shall become effective as of the date of this Agreement upon the execution and delivery of this Agreement by each of the parties hereto.

4. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy or other electronic transmissions, e.g. .pdf), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

5. This Agreement shall be deemed and shall constitute a “Note Document” and “Transaction Document” as such terms are defined in the Purchase Agreement.

6. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS). THE TERMS OF SECTIONS 10.12 AND 10.13 OF THE PURCHASE AGREEMENT WITH RESPECT TO SUBMISSION TO JURISDICTION, CONSENT TO SERVICE OF PROCESS, VENUE AND WAIVER OF JURY TRIAL ARE INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS, AND THE PARTIES HERETO AGREES TO SUCH TERMS. NOTHING IN THIS SECTION OR IN ANY OTHER NOTE DOCUMENT SHALL AFFECT OR IMPAIR IN ANY MANNER OR TO ANY EXTENT THE RIGHT OF THE PURCHASER TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST OBLIGOR OR ALL OR ANY PARTY OF THE COLLATERAL IN ANY JURISDICTION OR TO SERVE PROCESS IN ANY MANNER PERMITTED UNDER APPLICABLE LAW OR IN EQUITY.

[SIGNATURE PAGES TO FOLLOW]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed by its authorized officers, and the Purchaser, has caused the same to be accepted by its authorized officer, as of the day and year first above written.

COMPANY:
STaffing 360 solutions, inc.
By:	/s/ Brendan Flood
Name:	Brendan Flood
Title:	Chairman and Chief Executive Officer
SUBSIDIARY GUARANTORS:
FARO RECRUITMENT AMERICA, INC.
By:	/s/ Brendan Flood
Name:	Brendan Flood
Title:	President and Chief Executive Officer
MONROE STAFFING SERVICES, LLC
By:	/s/ Brendan Flood
Name:	Brendan Flood
Title:	President and Chief Executive Officer

LIGHTHOUSE PLACEMENT SERVICES, INC.
By:	/s/ Brendan Flood
Name:	Brendan Flood
Title:	President
KEY RESOURCES, INC.
By:	/s/ Brendan Flood
Name:	Brendan Flood
Title:	President and Chief Executive Officer
HEADWAY WORKFORCE SOLUTIONS, INC.
By:	/s/ Brendan Flood
Name:	Brendan Flood
Title:	President
HEADWAY EMPLOYER SERVICES, LLC
By:	/s/ Brendan Flood
Name:	Brendan Flood
Title:	President
HEADWAY PAYROLL SOLUTIONS, LLC
By:	/s/  Brendan Flood
Name:	Brendan Flood
Title:	President
HEADWAY HR SOLUTIONS, INC.
By:	/s/  Brendan Flood
Name:	Brendan Flood
Title:	President
NC PEO HOLDINGS, LLC
By:	/s/ Brendan Flood
Name:	Brendan Flood
Title:	President

PURCHASER:
JACKSON INVESTMENT GROUP, LLC
By:	/s/ Richard L. Jackson
Name:	Richard L. Jackson
Title:	Chief Executive Officer

XML

Cover	Jun. 30, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 30, 2023
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	STAF
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false