STAFFING 360 SOLUTIONS, INC. (NASDAQ:STAF) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01Entry into a Material Definitive Agreement.

As previously reported on the Form 8-K filed on January 31, 2017,
Staffing 360 Solutions, Inc. (the Company) entered into a
financing transaction (the Financing) on January 25, 2017, to a
Note and Warrant Purchase Agreement (the Purchase Agreement) by
and between the Company, Jackson Investment Group LLC (the
Purchaser) and various subsidiaries of the Company. On January
26, 2017 (the Closing Date), to the terms of the Purchase
Agreement, the Company issued to the Purchaser for an aggregate
purchase price of $7,400,000: (i) a 6% Subordinated Secured Note
(the Note) in the aggregate principal amount of $7,400,000, (ii)
one warrant (the Warrant) to purchase shares of the Companys
common stock, par value $0.00001 per share (the Common Stock) and
(iii) 1,650,000 shares of Common Stock. In connection with the
issuance of the Warrant, the Company and the Purchaser entered
into a warrant agreement (the Warrant Agreement), which governs
the terms of the Warrant. Beginning on the date six months from
the Closing Date, the Warrant entitles the Purchaser to purchase
3,150,000 shares of Common Stock, with full details described in
the Form 8-K filed on January 31, 2017.

On March 14, 2017, the parties entered into Amendment No. 1 to
the Warrant Agreement (the Amended Warrant Agreement).
Specifically, the Amended Warrant Agreement includes language to
(a) prevent the Purchaser from beneficially owning in excess of
19.9% of the number of shares of Common Stock outstanding
immediately after giving effect to such issuance or (b)
controlling in excess of 19.9% of the total voting power of the
Company’s securities outstanding immediately after giving effect
to such issuance that are entitled to vote on a matter being
voted on by holders of the Common Stock, unless and until the
Company obtains stockholder approval permitting such issuances in
accordance with applicable Nasdaq rules (Stockholder Approval).

In addition, as part of the Amended Warrant Agreement, the
Company agrees to submit a proposal seeking Stockholder Approval
at a meeting to be held on or before July 15, 2017, and if
unsuccessful at that meeting then upon request of Holder not more
often than once every six (6) months.The Company further agrees
in connection with each such meeting to make a recommendation of
management to stockholders in favor of approval of the proposal,
and to use its customary efforts to solicit proxies from
stockholders in favor of the proposal.

A copy of the Amended Warrant Agreement is filed with this
Current Report on Form 8-K as Exhibit 10.1 and is incorporated
herein by reference, and the foregoing descriptions of such
document and the transactions contemplated thereby are qualified
in their entirety by reference thereto.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

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.

STAFFING 360 SOLUTIONS, INC. (NASDAQ:STAF) Recent Trading Information

STAFFING 360 SOLUTIONS, INC. (NASDAQ:STAF) closed its last trading session down -0.080 at 0.540 with shares trading hands.