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
May 8, 2017
Date of Report (Date of earliest event reported)
STAFFING 360 SOLUTIONS, INC.
(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)
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641 Lexington Avenue
27
th
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:
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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))
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Indicate by check mark whether the registrant is an emerging growth company 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
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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.
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It
em 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 8, 2017, Staffing 360 Solutions, Inc. (the “Company”) filed a Certificate of Withdrawal of Certificate of Designations (the “Certificate of Withdrawal”) with the Nevada Secretary of State. The Certificate of Withdrawal eliminates the Company’s Series D Redeemable Convertible Preferred Stock, par value $0.00001 per share, from the Company’s articles of incorporation. No shares of the Series D Redeemable Convertible Preferred Stock were outstanding at the time of filing of the Certificate of Withdrawal. A copy of the Certificate of Withdrawal is included as an exhibit to this current report on Form 8-K and is incorporated herein by reference.
Item 9.01
Financial
Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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3.1
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Certificate of Withdrawal of Certificate of Designations, Preferences and Rights of Series D Redeemable Convertible Preferred Stock.
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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.
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Date: May 11, 2017
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STAFFING 360 SOLUTIONS, INC.
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By:
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/s/ Brendan Flood
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Brendan Flood
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Executive Chairman
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Exhibit 3.1
USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Withdrawal of Certificate of Designation
(PURSUANT TO NRS 78.1955(6))
BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website:
www.nvsos.gov
Certificate of Withdrawal of Certificate of Designation for Nevada Profit Corporations (Pursuant to NRS 78.1955(6))
1. Name of corporation: 2. Following is the resolution by the board of directors authorizing the withdrawal of Certificate of Designation establishing the classes or series of stock: 3. No shares of the class or series of stock being withdrawn are outstanding.
Filing Fee: $175.00 X
4. Signature: (required)
Signature of Officer IMPORTANT:
Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees.
Nevada Secretary of State Withdrawal of Designation Revised: 1-5-15
*150403*
*150403*
Staffing 360 Solutions, Inc. NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority expressly granted to and vested in the Board by provisions of the Articles of Incorporation of the Company, as amended, the series of Preferred Stock of the Company known as the “Series D Redeemable Convertible Preferred Stock” consisting of 5,000 shares is hereby withdrawn, and the Company returns all previously designated shares of Series D Redeemable Convertible Preferred Stock to their status as authorized Preferred Stock available for issuance as determined by the Board of Directors out of the total 20,000,000 shares of Preferred Stock of the Company, par value $0.00001 per share; RESOLVED, FURTHER, that the appropriate corporate officers, hereby are authorized and directed to prepare, execute, verify, file and record a certificate with the Secretary of State of Nevada to withdraw the Designation and to make any other filings with the Secretary of State of Nevada as may be required or dee
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