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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
23, 2022
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
Third Avenue
27th
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 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
3.03 Material Modification to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.
Item
5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
June 23, 2022, Staffing 360 Solutions, Inc. (the “Company”) filed a Certificate of Amendment of Amended and Restated Certificate
of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware to effect a 1-for-10 reverse
stock split of the shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), either
issued and outstanding or held by the Company as treasury stock, effective as of 4:05 p.m. (Delaware time) on June 23, 2022 (the “Reverse
Stock Split”). As reported below under Item 5.07 of this report, the Company held a special meeting of stockholders on June 23,
2022 (the “Special Meeting”), at which meeting the Company’s stockholders, approved the amendment to the Company’s
Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse stock split of
the Company’s common stock at a ratio in the range of 1-for-2 to 1-for-20, with such ratio to be determined by the Company’s
board of directors (the “Board”) and included in a public announcement. Following the Special Meeting, the Board determined
to effect the Reverse Stock Split at a ratio of 1-for-10 and approved the corresponding final form of the Certificate of Amendment.
As
a result of the Reverse Stock Split, every ten shares of issued and outstanding Common Stock will be automatically combined into
one issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares will be issued
as a result of the Reverse Stock Split. Any fractional shares that would otherwise have resulted from the Reverse Stock Split will be
rounded up to the next whole number. The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from 17,618,300
shares to approximately 1,761,830 shares, subject to adjustment for the rounding up of fractional shares. The number of authorized
shares of Common Stock under the Certificate of Incorporation will remain unchanged at 200,000,000 shares.
Proportionate
adjustments will be made to the number of shares of Common Stock that may be received upon conversion of the issued and outstanding shares
of the Company’s Series H Convertible Preferred Stock, par value $0.00001 per share (“Series H Preferred Stock”). In
addition, proportionate adjustments will be made to the per share exercise price and the number of shares of Common Stock that may be
purchased upon exercise of outstanding stock options granted by the Company, and the number of shares of Common Stock reserved for future
issuance under the Company’s 2014 Equity Incentive Plan, 2015 Omnibus Plan, 2016 Omnibus Plan and 2020 Omnibus Plan.
The
Common Stock will begin trading on a reverse stock split-adjusted basis on The NASDAQ Capital Market on June 24, 2022. The trading symbol
for the Common Stock will remain “STAF.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 852387505.
For
more information about the Reverse Stock Split, see the Company’s definitive proxy statement filed with the U.S. Securities and
Exchange Commission on May 26, 2022 (the “Proxy Statement”), the relevant portions of which are incorporated herein by reference.
The information set forth herein is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy
of which is filed with this report as Exhibit 3.1.
Item
5.07 Submission of Matters to a Vote of Security Holders.
The
Special Meeting was held on June 23, 2022. As of the close of business on May 19, 2022, the record date for the Special Meeting, there
were 17,618,300 shares of Common Stock, 9,000,000 shares of Series H Preferred Stock, voting on an as-converted basis, and 17,618.300
shares of shares of our Series J Preferred Stock, par value $0.00001 (“Series J Preferred Stock”) outstanding and entitled
to vote on the proposals described below. The matters described below were submitted to a vote of the Company’s stockholders at
the Special Meeting. Each proposal is described in detail in the Proxy Statement.
At
the Special Meeting, the proposals set forth below were submitted to a vote of the Company’s stockholders. The final voting results
are as follows:
| |
1. |
To
approve an amendment to our amended and restated certificate of incorporation to effect, at the discretion of the Board but prior
to the one-year anniversary of the date on which the reverse stock split is approved by the Company’s stockholders at the Special
Meeting, a reverse stock split of all of the outstanding shares of our Common Stock, at a ratio in the range of 1-for-2 to 1-for-20,
such ratio to be determined by the Board in its discretion and included in a public announcement (the “Reverse Stock Split
Proposal”). |
| For |
|
Against |
|
Abstain |
| 2,662,927,322 |
|
1,926,364,748 |
|
121,179,395 |
| |
2. |
To
approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Reverse
Stock Split Proposal. |
| For |
|
Against |
|
Abstain |
| 2,694,890,876 |
|
1,846,102,648 |
|
169,477,941 |
For
more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference.
The results reported above are final voting results. No other matters were considered or voted upon at the meeting.
Item
7.01 Regulation FD Disclosure.
On
June 23, 2022, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1, 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. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute
a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination
of such information is required by Regulation FD.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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:
June 23, 2022 |
STAFFING
360 SOLUTIONS, INC. |
| |
|
|
| |
By: |
/s/
Brendan Flood |
| |
|
Brendan
Flood |
| |
|
Chairman,
President and Chief Executive Officer |
Exhibit
3.1
Certificate
of Amendment
of
Amended
And Restated Certificate of Incorporation
of
Staffing
360 Solutions, Inc.
Staffing
360 Solutions, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation
Law of the State of Delaware, does hereby certify that:
| |
1. |
The original Certificate
of Incorporation of this Corporation was filed with the Secretary of State of Delaware on October 12, 2016. |
| |
|
|
| |
2. |
The Amended and Restated
Certificate of Incorporation of this Corporation was filed with the Secretary of State of Delaware on June 15, 2017 (the “Certificate
of Incorporation”). |
| |
|
|
| |
3. |
The Certificate of Incorporation
was further amended by Certificates of Amendment of Amended and Restated Certificate of Incorporation of Staffing 360 Solutions,
Inc., filed with the Secretary of State of Delaware on January 3, 2018, June 30, 2021, and December 27, 2021. |
| |
|
|
| |
4. |
Resolutions were duly adopted
by the Board of Directors of the Corporation setting forth this proposed Amendment to the Certificate of Incorporation and declaring
said amendment to be advisable and calling for the consideration and approval thereof at a meeting of the stockholders of the Corporation. |
|
5. |
Resolutions were duly adopted
by the Board of Directors of the Corporation, in accordance with the provisions of the Certificate of Incorporation set forth below,
providing that, effective as of 4:05 PM, New York time, on June 23, 2022, each ten (10) issued and outstanding shares of the
Corporation’s Common Stock, par value $0.00001 per share, shall be converted into one (1) share of the Corporation’s
Common Stock, par value $0.00001 per share, as constituted following such date. |
| |
6. |
The Certificate of Incorporation
is hereby amended by revising Article FOURTH to include a new paragraph (f) as follows: |
“(f).
Upon the effectiveness of the filing of this Certificate of Amendment (the “Effective Time”) each share of the Corporation’s
common stock, $0.00001 par value per share (the “Old Common Stock”), either issued or outstanding or held by the Corporation
as treasury stock, immediately prior to the Effective Time, will be automatically reclassified and combined (without any further act)
into a smaller number of shares such that each two (2) to twenty (20) shares of Old Common Stock issued and outstanding or held by the
Company as treasury stock immediately prior to the Effective Time is reclassified into one share of Common Stock, $0.00001 par value
per share, of the Corporation (the “New Common Stock”), the exact ratio within such range to be determined by the board of
directors of the Corporation prior to the Effective Time and publicly announced by the Corporation (the “Reverse Stock Split”).
The Board of Directors shall make provision for the issuance of that number of fractions of New Common Stock such that any fractional
share of a holder otherwise resulting from the Reverse Stock Split shall be rounded up to the next whole number of shares of New Common
Stock. Any stock certificate that, immediately prior to the Effective Time, represented shares of the Old Common Stock will, from and
after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares
of the New Common Stock into which such shares of Old Common Stock shall have been reclassified plus the fraction, if any, of a share
of New Common Stock issued as aforesaid.”
| |
7. |
Pursuant to the resolution
of the Board of Directors, a meeting of the stockholders of the Company was duly called and held upon notice in accordance with Section
222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute
were voted in favor of the foregoing amendment. |
| |
|
|
| |
8. |
The foregoing amendment
was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. |
[Signature
page follows.]
[SIGNATURE
PAGE TO CERTIFICATE OF AMENDMENT]
IN
WITNESS WHEREOF, Staffing 360 Solutions, Inc. has caused
this Certificate to be duly executed by the undersigned duly authorized officer as of this 23rd day of June, 2022.
| |
Staffing 360
Solutions, Inc. |
| |
|
| |
By: |
/s/ Brendan Flood |
| |
Name: |
Brendan Flood |
| |
Title: |
Chief Executive Officer and |
| |
|
Chairman of the Board |
Exhibit
99.1
Staffing
360 Solutions Announces Reverse Stock Split to Maintain NASDAQ Listing
Common
Stock Will Begin Trading on Split-Adjusted Basis on June 24, 2022
New
York – June 23, 2022 – Staffing 360 Solutions, Inc. (NASDAQ: STAF), a company executing an international buy-integrate-build
strategy through the acquisition of staffing organizations in the United States and the United Kingdom, announced today that it intends
to effect a reverse stock split of its common stock at a ratio of 1 post-split share for every 10 pre-split shares. The reverse
stock split will become effective at 4:05 p.m. on Thursday, June 23, 2022. Staffing 360’s common stock will continue to be traded
on the Nasdaq Capital Market under the symbol STAF and will begin trading on a split-adjusted basis when the market opens on Friday,
June 24, 2022.
At
a special meeting of stockholders held on June 23, 2022, Staffing 360’s stockholders granted the Company’s Board of Directors
the discretion to effect a reverse stock split of Staffing 360’s common stock through an amendment to its Amended and Restated
Certificate of Incorporation at a ratio of not less than 1-for-2 and not more than 1-for-20, such ratio to be determined by the Company’s
Board of Directors.
At
the effective time of the reverse stock split, every ten shares of Staffing 360’s issued and outstanding common stock will
be converted automatically into one issued and outstanding share of common stock without any change in the par value per share. Stockholders
holding shares through a brokerage account will have their shares automatically adjusted to reflect the 1-for-10 reverse stock
split. It is not necessary for stockholders holding shares of the Company’s common stock in certificated form to exchange
their existing stock certificates for new stock certificates of the Company in connection with the reverse stock split, although stockholders
may do so if they wish.
The
reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s
equity, except to the extent that the reverse stock split would result in a stockholder owning a fractional share. Any fractional share
of a stockholder resulting from the reverse stock split will be rounded up to the nearest whole number of shares. The reverse stock split
will reduce the number of shares of Staffing 360’s common stock outstanding from 17,618,300 shares to approximately 1,761,830
shares. Proportional adjustments will be made to the number of shares of Staffing 360’s common stock issuable upon exercise
or conversion of Staffing 360’s equity awards, convertible preferred stock and warrants, as well as the applicable exercise price.
Stockholders with shares in brokerage accounts should direct any questions concerning the reverse stock split to their broker; all other
stockholders may direct questions to the Company’s transfer agent, Action Stock Transfer Corporation, via email at action@actionstocktransfer.com
or fax at +1 (801) 274-1099.
Brendan
Flood, Chairman, CEO and President said, “We are effecting this reverse stock split to raise Staffing 360’s common stock
price in order to regain compliance with the Nasdaq Capital Market’s $1.00 per share minimum bid continued listing requirement.
We believe the trading of our shares on a national market increases our visibility in the marketplace, improves liquidity, broadens and
diversifies our stockholder base, and ultimately enhances long-term stockholder value.”
About
Staffing 360 Solutions, Inc.
Staffing
360 Solutions, Inc. is engaged in the execution of an international buy-integrate-build strategy through the acquisition of domestic
and international staffing organizations in the United States and United Kingdom. The Company believes that the staffing industry offers
opportunities for accretive acquisitions and as part of its targeted consolidation model, is pursuing acquisition targets in the finance
and accounting, administrative, engineering, IT, and light industrial staffing space. For more information, visit http://www.staffing360solutions.com.
Follow Staffing 360 Solutions on Facebook, LinkedIn and Twitter.
Forward-Looking
Statements
This
press release contains forward-looking statements, which may be identified by words such as “expect,” “look forward
to,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,”
“will,” “project” or words of similar meaning. Forward-looking statements are not guarantees of future performance,
are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s
control, and cannot be predicted or quantified; consequently, actual results may differ materially from those expressed or implied by
such forward-looking statements. Such risks and uncertainties include, without limitation, the effect that the reverse stock split
may have on the price of our common stock; our ability to retain our listing on the Nasdaq Capital Market; market and other conditions;
the geographic, social and economic impact of COVID-19 on the Company’s ability to conduct its business and raise capital in the
future when needed; weakness in general economic conditions and levels of capital spending by customers in the industries the Company
serves; weakness or volatility in the financial and capital markets, which may result in the postponement or cancellation of customer
capital projects or the inability of the Company’s customers to pay the Company’s fees; the termination of a major customer
contract or project; delays or reductions in U.S. government spending; credit risks associated with the Company’s customers; competitive
market pressures; the availability and cost of qualified labor; the Company’s level of success in attracting, training and retaining
qualified management personnel and other staff employees; changes in tax laws and other government regulations, including the impact
of health care reform laws and regulations; the possibility of incurring liability for the Company’s business activities, including,
but not limited to, the activities of the Company’s temporary employees; the Company’s performance on customer contracts;
negative outcome of pending and future claims and litigation; government policies, legislation or judicial decisions adverse to the Company’s
businesses; the Company’s ability to access the capital markets by pursuing additional debt and equity financing to fund its business
plan and expenses on terms acceptable to the Company or at all; and the Company’s ability to comply with its contractual covenants,
including in respect of its debt agreements, as well as various additional risks, many of which are now unknown and generally out of
the Company’s control, and which are detailed from time to time in reports filed by the Company with the SEC, including quarterly
reports on Form 10-Q, reports on Form 8-K and annual reports on Form 10-K. Staffing 360 Solutions does not undertake any duty to update
any statements contained herein (including any forward-looking statements), except as required by law.
Investor
Relations Contact:
Terri
MacInnis, VP of IR
Bibicoff
+ MacInnis, Inc.
(818)
379-8500 x 2
terri@bibimac.com