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 December 30, 2020, Staffing 360 Solutions, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional and accredited investors (the “Purchasers”). to the Purchase Agreement, the Company agreed to sell in a registered direct offering 2,662,596 shares (the “Shares”) of the Company’s common stock, $0.00001 par value per share (the “Common Stock”), to the Purchasers at an offering price of $0.655 per share.
The Company expects to receive net proceeds from the sale of the Shares, after deducting placement agent fees and other estimated offering expenses payable by the Company, of approximately $1.54 million. The Company intends to use approximately (i) 75% of the net proceeds from the offering to redeem a portion of the Company’s Second Amended and Restated 12% Senior Secured Note due September 30, 2020 and (ii) 25% of the net proceeds from the offering to redeem a portion of the Company’s Series E Convertible Preferred Stock.
The offering is expected to close on December 31, 2020, subject to satisfaction of customary closing conditions.
On December 21, 2020, the Company entered into an engagement letter (the “Engagement Letter”) with H.C. Wainwright & Co., LLC (the “Wainwright”), to which Wainwright agreed to serve as the exclusive placement agent for the Company, on a reasonable best efforts basis, in connection with the offering. The Company will pay Wainwright an aggregate cash fee equal to 7.5% of the gross proceeds of the offering and a management fee equal to 1.0% of the gross proceeds of the offering, and reimburse Wainwright for a non-accountable expense allowance of $25,000 and $12,900 for clearing expenses. Additionally, the Company has agreed to issue to Wainwright or its designees warrants to purchase up to 199,695 shares of Common Stock, equal to 7.5% of the aggregate number of shares of Common Stock placed in the offering (the “Wainwright Warrants”). The Wainwright Warrants have a term of five (5) years from the commencement of sales under the offering and an exercise price of $0.8188 per share (equal to 125% of the offering price per share).
Neither the issuance of the Wainwright Warrants nor the shares of Common Stock issuable upon the exercise of the Wainwright Warrants (the “Wainwright Warrant Shares”) are registered under the Securities Act of 1933, as amended (the “Securities Act”). The Wainwright Warrants and the Wainwright Warrant Shares will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act, for transactions not involving a public offering.
The sale of the Shares will be made to the Company’s effective Registration Statement on Form S-3 (Registration No. 333-230503), including a prospectus contained therein dated April 11, 2019, as supplemented by a prospectus supplement, dated December 30, 2020, relating to the offering.
The Purchase Agreement contains customary representations, warranties, and covenants of the Company and also provides for customary indemnification by Company against certain liabilities of the Purchasers.
A copy of the opinion of Haynes and Boone, LLP relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto.
The foregoing descriptions of the terms and conditions of the Purchase Agreement, the form of Wainwright Warrant, and the Engagement Letter are qualified in their entirety by reference to the full text of the Purchase Agreement, the form of Wainwright Warrant, and the Engagement Letter, copies of which are attached hereto as Exhibits 10.1, 4.1, and 99.1, respectively, and which are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form 8-K in relation to the Wainwright Warrants and Wainwright Warrant Shares is incorporated herein by reference.
Item 8.01 Other Events.
On December 30, 2020, the Company issued a press release regarding the transaction described above under Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibits 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
|23.1||Consent of Haynes and Boone, LLP (included in Exhibit 5.1)|
|99.1||Engagement Letter, dated December 21, 2020|
|99.2||Press Release, dated December 30, 2020|
Staffing 360 Solutions, Inc. Exhibit
EX-4.1 2 ex4-1.htm Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,…
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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.