0001571049-17-003529.txt : 20170412 0001571049-17-003529.hdr.sgml : 20170412 20170412200311 ACCESSION NUMBER: 0001571049-17-003529 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170405 FILED AS OF DATE: 20170412 DATE AS OF CHANGE: 20170412 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Staffing 360 Solutions, Inc. CENTRAL INDEX KEY: 0001499717 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 680680859 STATE OF INCORPORATION: NY FISCAL YEAR END: 1230 BUSINESS ADDRESS: STREET 1: 641 LEXINGTON AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 646-507-5710 MAIL ADDRESS: STREET 1: 641 LEXINGTON AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: GOLDEN FORK CORP DATE OF NAME CHANGE: 20100820 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jackson Richard Lee CENTRAL INDEX KEY: 0001572666 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37575 FILM NUMBER: 17759015 MAIL ADDRESS: STREET 1: 2655 NORTHWINDS PARKWAY CITY: ALPHARETTA STATE: GA ZIP: 30009 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jackson Investment Group, LLC CENTRAL INDEX KEY: 0001571267 STATE OF INCORPORATION: GA FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37575 FILM NUMBER: 17759016 BUSINESS ADDRESS: STREET 1: 2655 NORTHWINDS PARKWAY CITY: ALPHARETTA STATE: GA ZIP: 30009 BUSINESS PHONE: 770-643-5529 MAIL ADDRESS: STREET 1: 2655 NORTHWINDS PARKWAY CITY: ALPHARETTA STATE: GA ZIP: 30009 4 1 t1700226_jackson0405.xml OWNERSHIP DOCUMENT X0306 4 2017-04-05 0 0001499717 Staffing 360 Solutions, Inc. STAF 0001571267 Jackson Investment Group, LLC 2655 NORTHWINDS PARKWAY ALPHARETTA, GA 30009 0 0 1 0 0001572666 Jackson Richard Lee 2655 NORTHWINDS PARKWAY ALPHARETTA, GA 30009 0 0 1 0 Common Stock 2017-04-05 4 J 0 667905 0.00 A 2473482 D Amended Warrant Shares 1.00 2017-04-05 4 J 0 1377537 0.00 A 2017-07-26 2022-01-26 Common Stock 1377537 1377537 D Note Interest Conversion Shares 1.50 2017-04-05 4 J 0 0 1.50 A 2019-06-08 Common Stock 0 D Includes 370,921 shares of Common Stock which will be issued to Jackson Investment Group, LLC ("JIG LLC") for its commitment to acquire a $1,650,000 subordinated secured note of the Issuer on April 5, 2017 subject to approval by the shareholders of the Issuer of the issuance of such shares and the Amended Warrant described in footnote 2 below. On April 5, 2017, JIG LLC acquired 667,905 shares of Common Stock as a commitment fee in connection with the acquisition by JIG LLC of a $1,650,000 subordinated secured note of the Issuer, for which 50% of the accrued interest thereon may be converted into shares of Common Stock at the sole election of JIG LLC prior to the maturity date of June 8, 2019, at a conversion price equal to $1.50 per share (subject to adjustment) and amended the Warrant described in footnote 6 below. Richard L. Jackson, the sole manager and controlling owner of JIG LLC, may be deemed the indirect beneficial owner, but he disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. Total does not include 721 shares of common stock personally owned by Richard L. Jackson, the chief executive officer of JIG LLC. These shares are directly and beneficially owned by Richard L. Jackson, one of the Reporting Persons; however, they are not owned by JIG LLC, the designated Reporting Person. The exercise price under the Amended Warrant is subject to anti-dilution protection, including protection in circumstances where Common Stock is issued pursuant to the terms of certain existing convertible securities, provided that the exercise price shall not be adjusted below a price that is less than the consolidated closing bid price of the Common Stock as reported by the NASDAQ Stock Market on the business day immediately prior to the date of issuance. On April 5, 2017, in connection with the acquisition of the note described in foonote 2 and for no additional consideration, JIG LLC and the Issuer amended a Warrant previously issued to JIG on January 26, 2017 to increase the number of shares issuable from 3,150,000 shares to 4,527,537 shares of Common Stock and to decrease the exercise price from $1.35 a share to $1.00 a share, subject to adjustment upon any reverse stock split, reclassification or stock split. The amended Warrant is first exercisable on July 26, 2017. This form is filed by both JIG LLC and Richard L. Jackson, the sole manager and controlling owner of JIG LLC. /s/ Jackson Investment Group, LLC, by Richard L. Jackson, Manager and CEO 2017-04-12 /s/ Richard L. Jackson 2017-04-12