SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
October 7, 2016 (October 3, 2016)
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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Nevada |
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001-37575 |
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68-0680859 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification Number) |
Suite 1526
New York, NY 10022
(Address of principal executive offices)
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1 .0 1 Entry into a Material Definitive Agreement.
Staffing 360 Solutions, Inc. (the “Company”) entered into a letter agreement (the “Letter Agreement”), effective October 3, 2016, with Hillair Capital Investments L.P. (“Hillair”) in, which, among other things, Hillair converted an aggregate amount of $980,000 of indebtedness due October 3, 2016 into 890,910 shares of common stock of the Company. The $980,000 of indebtedness was due pursuant to the Company’s 8% Senior Secured Convertible Debentures, which were issued to Hillair under that certain Securities Purchase Agreement entered into on July 8, 2015 between the Company and Hillair.
The Letter Agreement does not otherwise modify or amend the terms of the Company’s 8% Senior Secured Convertible Debentures , which remain in full effect. This description is a summary of the Letter Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
Description |
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10.1 |
Letter Agreement, dated October 3, 2016, between Staffing 360 Solutions, Inc. and Hillair Capital Investments L.P. |
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.
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Date: October 7, 2016 |
STAFFING 360 SOLUTIONS, INC. |
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By: |
/s/ Brendan Flood |
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Brendan Flood |
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Executive Chairman |
Exhibit 10.1
As of October 3, 2016
Re: Staffing 360 Solutions, Inc.
Reference is made to that certain 8% Senior Secured Convertible Debenture (the “ Debenture ”) due April 1, 2017 with an original issue date of July 8, 2015 made by Staffing 360 Solutions, Inc. (“ Staffing ”) in favor of Hillair Capital Investments L.P. or its registered assigns (collectively, “ Hillair ”) in the original principal amount of $3,920,000. Any terms not otherwise defined in this letter agreement (this “ Agreement ”) shall have the meanings set forth under the Debenture.
Notwithstanding anything to the contrary set forth in the Debenture, Hillair and Staffing hereby agree that:
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(1) |
effective as of October 3, 2016, Hillair shall convert an aggregate amount of $980,000.00 of indebtedness under the Debenture (the “ Conversion Amount ”), currently due October 3, 2016, into 890,910 shares of Common Stock of Staffing (the “Conversion Shares”), and |
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(2) |
upon receipt of the Conversion Shares as set forth hereunder, the aggregate principal amount of the Debenture, and the next Periodic Redemption Amount, shall be reduced by the Conversion Amount (as set forth on the books and records of Staffing). |
The parties agree that the total cumulative amount of shares issued to Hillair may not exceed the requirements of Nasdaq Listing Rule 5635(d). Staffing represents and warrants that the conversion of the indebtedness under the Debenture into Conversion Shares pursuant to this Agreement is exempt from registration pursuant to Section 3(a)(9) of the Securities Act.
Delivery of the Conversion Shares shall be otherwise governed by Section 4 of the Debenture, including the timing of delivery and compensation and/or rescission rights for failure to deliver or delivery on a timely basis. Except as otherwise provided herein, this agreement shall not modify or amend in any way the terms of the Debenture.
Section 9(d) (Governing Law) of the Debenture is hereby incorporated herein by this reference.
HILLAIR CAPITAL INVESTMENTS L.P.
STAFFING 360 SOLUTIONS, INC.
/s/ Sean M. McAvoy /s/ Brendan Flood
By: Sean M. McAvoyBy: Brendan Flood
Title: Managing MemberTitle: Executive Chairman
Hillair Capital Advisors LLC