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

September 27, 2017

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)

641 Lexington Avenue

27th Floor

New York, NY 10022

(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 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. ☐ 

Item 7.01Regulation FD Disclosure.

Staffing 360 Solutions, Inc. (the “Company”) intends, from time to time, to present and/or distribute to the investment community and utilize at various industry and other conferences a slide presentation, which is attached hereto as Exhibit 99.1. The Company undertakes no obligation to update, supplement or amend the materials attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	September 27, 2017 Investor Conference Call Slides

SIGNATURES

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

Date:  September 27, 2017	STAFFING 360 SOLUTIONS, INC.
	By:	/s/ Brendan Flood
		Brendan Flood
		Executive Chairman

EX-99.1

Ticker: STAF Investor Conference Call September 27, 2017 Exhibit 99.1

AGENDA Introduction and Safe-HarborBrendan Flood, Executive Chairman Opening Remarks Brendan Flood, Executive Chairman Recent Acquisitions Matt Briand, Chief Executive Officer Refinancing and AcquisitionsDavid Faiman, Chief Financial Officer Closing Remarks and Q&ABrendan Flood, Executive Chairman NASDAQ: STAF

Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the business of the Company and its industry generally, business strategy and prospects. These statements are based on the Company’s estimates, projections, beliefs and assumptions and are not guarantees of future performance. These forward-looking statements are subject to various risks and uncertainties, which may cause actual results to differ materially from the forward-looking statements. The Company disclaims any obligation to update these forward-looking statements except as required by law.

Opening Remarks Transformative transactions that underpin our buy-and-build strategy Acquisition of CBSbutler and firstpro Georgia $40 Million refinancing from Jackson Investment Group, LLC Amended $25 Million Accounts Receivable Financial facility with Midcap Financials Capital structure allows for reinvestment to fuel future growth Two significant acquisitions New three year revenue goal = $500 million

CBSbutler Holdings Limited: a $65 million revenue staffing firm in the UK. firstPRO Georgia: a $20 million revenue US-based company in Georgia. Recent Acquisitions

Cbsbutler (UK) Over 50 years in recruitment Entirely Professional staffing with focus on Engineering and Information Technology Clients range from multinational organizations to mid-size regional employers and high growth start-ups TTM revenue of £48 million 450 temporary contractors Multiple awards for excellence

Firstpro Georgia (US) Over 30 years in recruitment Professional staffing with focus on Accounting & Finance and Information Technology Expands geographic presence in US to high growth market More than 115 temporary contractors TTM revenue of $19 million

Refinancing Jackson Investment Group, LLC Senior Note Facility $40 million, secured term loan Maturity September 2020 Interest Rate / Fees 12.00%, payable quarterly Prepayment Incentive Year 1: 3% Year 2: 2%, Year 3: 1% Amortization None Equity Issued 2.25 million shares Amended Midcap Asset Based Lending Facility Facility $25 million, with accordion for additional $25 million Maturity April 2020 Interest Rate LIBOR + 400 bps (LIBOR floor of 1.00%) Draw Availability 85% Billed Receivables + 85% Unbilled Receivables (capped at $1.3 million)

AcquisitionS Acquisition of CBS Butler Holdings Limited Form Stock  Consideration £13.9 million cash upfront; Max of £4.2 million earnout payable December 2018, if earned; Deferred Consideration of £150,000; 500,000 shares of common stock of STAF Acquisition of firstPRO Georgia Form Asset Consideration $4.5 million cash upfront $3.5 million payable over three years, interest free

Acquisitions’ impact Pro Forma Revenue Amounts are for the trailing twelve months ended July 2, 2017.

Questions & Answers

Closing Remarks Will continue to seek targets that meet our buy-and-build strategy Capital structure frees up cash flow for future growth New revenue goal of $500 million $300M $500M

Staffing 360 Solutions, Inc. Investor Contact: Brendan Flood, Executive Chairman info@staffing360solutions.com Financial Contact: David Faiman, Chief Financial Officer david.faiman@staffing360solutions.com Headquarters: 641 Lexington Ave, Suite 2701 New York, NY 10022 646-507-5710 UK Office: 3a London Wall Buildings London Wall London EC2M 5SY +44 (0) 207 464 1985 Company Contacts