UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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Delaware |
001-37575 |
68-0680859 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
641 Lexington Avenue
27th Floor
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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common stock |
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STAF |
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NASDAQ |
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. ☐
Item 1.01 Entry into a Material Definitive Agreement
On September 11, 2019, Staffing 360 Solutions, Inc. (the “Company”) and Monroe Staffing Services, LLC (“Monroe Staffing”), an indirect subsidiary of the Company, entered into an Amendment Agreement (the “Amendment Agreement”) with Pamela D. Whitaker (“Seller”) to amend a Share Purchase Agreement (the “Share Purchase Agreement”) previously entered into on August 27, 2018, pursuant to which the Seller sold 100% of the common shares of Key Resources Inc. to Monroe Staffing, as previously reported in the Company’s Form 8-K dated August 27, 2018.
Pursuant to the Amendment Agreement, Monroe Staffing may delay the payment of the first year earnout payment of $2,027,198, which had been due to Seller on August 27, 2019, until not later than February 27, 2020. For each full calendar month beyond August 27, 2019, that such payment is delayed, Monroe Staffing shall pay Seller interest in the amount of $10,000 with the first such payment of interest due on September 30, 2019. In addition, the Share Purchase Agreement was further amended to change the due date for the second year earnout payment of $2,027,198 from August 27, 2020, to February 27, 2020.
The foregoing description of the Amendment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
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Description |
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10.1 |
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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: September 12, 2019 |
STAFFING 360 SOLUTIONS, INC. |
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By: |
/s/ Brendan Flood |
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Brendan Flood |
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Chief Executive Officer |
Exhibit 10.1
AMENDMENT AGREEMENT
This AMENDMENT AGREEMENT, dated as of September __, 2019 (this “Amendment”), is entered into by and among Monroe Staffing Services, LLC, a Delaware limited liability company (“Buyer”), Staffing 360 Solutions, Inc. a Delaware corporation (“Parent”) and Pamela D. Whitaker, a natural person (“Seller”).
RECITALS
WHEREAS, Buyer, Seller and Parent are parties to that certain Share Purchase Agreement dated as of August 27, 2018 (the “Share Purchase Agreement”); and
WHEREAS, subject to the terms and conditions of this Amendment, Buyer, Seller and Parent desire to amend the Share Purchase Agreement as set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Capitalized Terms
. Capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Share Purchase Agreement.
2.Earn-out Payments. Notwithstanding the provisions of Section 1.03(b) of the Share Purchase Agreement and Section 1.03(c) of the Share Purchase Agreement, the parties hereto agree as follows:
(a)The First Year Earnout in the amount of Two Million, Twenty Seven Thousand and One Hundred and Ninety Eight Dollars ($2,027,198.00) and the Second Year Earnout in the amount of Two Million, Twenty Seven Thousand and One Hundred and Ninety Eight Dollars ($2,027,198.00) is hereby deemed earned and payable in full.
(b)The Buyer may delay the payment of the First Year Earnout, provided, however, that for each full calendar month that such payment is delayed, Buyer shall pay Seller interest in the amount of $10,000/full calendar month and the first payment shall be due on September 30, 2019, with subsequent payments due on or before the last business day of each calendar month. Such interest shall be pro-rated for any partial calendar months. Buyer expects that it will pay the First Year Earnout on or around November 29, 2019, but failure to make payment shall not be a breach of the Share Purchase Agreement so long as Buyer continues to pay interest as set forth in this Section 2(a) and such payment is made in full by February 27, 2020.
(c)The Second Year Earnout shall be due and payable on February 27, 2020.
Governing Law
(a); Jurisdiction. Sections 8.08 of the Share Purchase Agreement is incorporated herein by reference and made a part hereof.
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4.Confirmation of the Share Purchase Agreement. Except as set forth herein, the Share Purchase Agreement shall remain in full force and effect.
5.Amendments; Waiver; Entire Agreement. This Amendment may be amended, supplemented or modified in whole or in part if, but only if, such amendment, supplement or modification is in writing and is signed by each party hereto. Any provision of this Amendment may be waived if, but only if, such waiver is in writing and is signed by the party or parties against whom enforcement of any such waiver is sought and specific reference to this Amendment is made in such writing. The waiver by any party of a breach of any provision of this Amendment shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. This Amendment together with the Share Purchase Agreement is the entire agreement among the parties hereto with respect to the subject matter hereof.
[Signature page follows.]
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IN WITNESS WHEREOF this Amendment has been duly executed and delivered by each Party as of the date first above written.
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BUYER: |
Monroe staffing services, llc |
By:
Name:
Title:
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SELLER: |
By:
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PARENT: STAFING 360 SOLUTIONS, INC.
By:
Name: Brendan Flood
Title: President and Chief Executive Officer
[Signature Page to Amendment Agreement]