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