STAFFING 360 SOLUTIONS, INC. (NASDAQ:STAF) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On February 8, 2019, Staffing 360 Solutions, Inc. (the “Company,” “we,” “our” or “us”) entered into an underwriting agreement (the “Underwriting Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc. (“ThinkEquity”), relating to a public offering (the “Offering”) of 2,425,000 shares of Company common stock (“Common Stock”), par value $0.00001 per share. Under the terms of the Underwriting Agreement, the Company also granted ThinkEquity an overallotment option, which is excersiable for up to 45 days following the date of the prospectus for the Offering, to purchase up to 363,750 additional shares of Common Stock (the “Overallotment Option”).
We estimate that we will receive gross proceeds of approximately $4.0 million (or approximately $4.6 million if ThinkEquity’s Overallotment Option to purchase additional shares is exercised in full) from the sale of the securities offered by us in this Offering, based on an offering price to the public of $1.65 per share of Common Stock, and before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. The proceeds to the Company are expected to be used to redeem our outstanding Series E Preferred Stock and for working capital.
The closing of the Offering is subject to the satisfaction of customary closing conditions set forth in the Underwriting Agreement and is expected to occur on or about February 12, 2019. The Underwriting Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature. to the Underwriting Agreement, the Company, its directors, certain officers and each owner of at least 5% of the Company’s outstanding shares of Common Stock, agreed, subject to certain exceptions, not to offer, issue or sell any shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for a period of ninety (90) days following February 8, 2019 without the prior written consent of ThinkEquity.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On February 8, 2019, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in this Item 7.01 (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
Form of Underwriting Agreement.
Staffing 360 Solutions, Inc. Exhibit
EX-1.1 2 staf-ex11_6.htm EX-1.1 FORM OF UNDERWRITING AGREEMENT staf-ex11_6.htm Exhibit 1.1 UNDERWRITING AGREEMENT between STAFFING 360 SOLUTIONS,…
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About STAFFING 360 SOLUTIONS, INC. (NASDAQ:STAF)
Staffing 360 Solutions, Inc. operates in the staffing sector. The Company is engaged in the execution of a global buy-and-build strategy through the acquisition of domestic and international staffing organizations in the United States and the United Kingdom. Its targeted consolidation model is focused on the finance and accounting, administrative, engineering and information technology (IT) staffing space.