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

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

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Item 1.01Entry into a Material Definitive Agreement.

Amended Purchase Agreement and April Note

As previously reported on its Current Reports on Form 8-K filed
with the Securities Exchange Commission (SEC) on January 31, 2017
and March 20, 2017, respectively, 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, to which the Company issued to the
Purchaser (i) a 6% Subordinated Secured Note (the Note) in the
aggregate principal amount of $7,400,000, with 50% of the accrued
interest on the Note convertible into shares of Common Stock, at
the sole election of the Purchaser prior to maturity, at a
conversion price equal to $2.00 per share (subject to
adjustment), (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, which was
subsequently amended as reported on the Companys Current Report
on Form 8-K filed with the SEC on March 20, 2017 (the Warrant
Agreement), which governs the terms of the Warrant.

On April 5, 2017, the Company, the Purchaser and various
subsidiaries of the Company entered into an Omnibus Amendment and
Reaffirmation Agreement (the Amended Purchase Agreement) which,
among other things, amended the Purchase Agreement. Specifically,
to the Amended Purchase Agreement, the Company agreed to issue
and sell (i) 667,905 shares of its Common Stock (the April
Commitment Shares) and (ii) a 6% Subordinated Secured Note (the
April Note) to the Purchaser in return for total gross proceeds
to the Company of $1,650,000.The April Note accrues interest on
the outstanding principal amount at a rate of six percent (6%)
per annum. All accrued and unpaid interest on the outstanding
principal balance of the April Note shall be due and payable in
full on June 8, 2019 (the Maturity Date). In the event, however,
that the Companys obligations under that certain Credit and
Security Agreement, dated as of April 8, 2015, by and among the
Company, MidCap Funding X Trust, as successor-by-assignment to
Midcap Financial Trust, and the other parties thereto, are
discharged by payment in full in cash or if otherwise consented
to in writing by MidCap Funding X Trust, the Maturity Date in
respect of the April Note will be July 25, 2018. The April Notes
principal is not convertible into shares of Common Stock, however
50% of the accrued interest on the April Note can be converted
into shares of Common Stock, at the sole election of the
Purchaser prior to maturity, at a conversion price equal to $1.50
per share (subject to adjustment).

The Amended Purchase Agreement provides that, in the event that
the Company has not fully and irrevocably discharged all of its
obligations under the April Note on or prior to the Maturity
Date, the Company is obligated to issue 200,000 additional shares
of its Common Stock (the Fee Extension Shares) to the
Purchaser.Under the Amended Purchase Agreement, the Company is
obligated to register the April Commitment Shares, the shares
issuable upon conversion of accrued interest on the April Note
and the Fee Extension Shares to a registration statement with the
SEC no later than 45 days after April 5, 2017.In addition, the
Amended Purchase Agreement modified the conversion rate
applicable upon the conversion of 50% of the accrued interest on
the Note from $2.00 per share to $1.50 per share.

Amendment No. 2 to the Warrant Agreement

In connection with its entry into the Amended Purchase Agreement,
the Company entered into Amendment No. 2 to the Warrant Agreement
(the Second Amendment).The Second Amendment modified the initial
exercise price under the Warrant Agreement from $1.35 per share
(subject to adjustment) to $1.00 per share (subject to
adjustment).In addition, the Second Amendment allows the holder
of the Warrant to purchase up to 4,527,537 shares of the Companys
Common Stock.

Amendment No. 1 to the Subordination Agreement

As previously reported on its Current Report on Form 8-K filed
with the SEC on January 31, 2017, the Company entered into a
Subordination Agreement, by and among the Company, the Purchaser,
certain subsidiaries of the Company and MidCap Funding X Trust,
to which the parties thereto agreed that the obligations of the
Company to the Purchaser under the Purchase Agreement and under
the Note shall be subordinate to the Companys obligations to
MidCap Funding X Trust, as successor-by-assignment to Midcap
Financial Trust, under those certain

Credit and Security Agreements, entered into on April 8, 2015,
which agreements the Company, the subsidiaries of the Company,
and MidCap Funding X Trust are a party to.In connection with its
entry into the Amended Purchase Agreement, the Company, the
Purchaser, certain subsidiaries of the Company and MidCap Funding
X Trust entered into Amendment No. 1 to the Subordination
Agreement (the Amended Subordination Agreement), to which the
parties agreed that the obligations of the Company to the
Purchaser under the April Note shall also be subordinate to the
Companys obligations to MidCap Funding X Trust.

Second Amendment to Stock Purchase Agreement

On April 5, 2017, the Company entered into a Second Amendment to
Stock Purchase Agreement (the Amended SPA) with the holder of its
Series D Redeemable Convertible Preferred Stock (the Series D
Shares), to which the Company used a portion of the proceeds it
received in connection with its entry into the Amended Purchase
Agreement to redeem 62 shares of its Series D Shares.The Series D
Shares were redeemed for an aggregate redemption price of
$1,500,000 plus 300,000 free trading shares of the Companys
Common Stock.Following the redemption of the 62 Series D Shares,
no additional Series D Shares remain outstanding.

A copy of the Amended Purchase Agreement, the April Note, the
Second Amendment, the Amended Subordination Agreement and the
Amended SPA are filed with this Current Report on Form 8-K as
Exhibits 10.1, 4.1, 10.2, 10.3 and 10.4, respectively, and are
incorporated herein by reference, and the foregoing descriptions
of such documents and the transactions contemplated thereby are
qualified in their entirety by reference thereto.

Item 2.03Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information set forth in Item 1.01 is incorporated by
reference into this Item 2.03.

Item 3.02Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 above with respect to
the issuance of 667,905 shares of Common Stock and the issuance
of the April Note to the Purchaser to the Amended Purchase
Agreement, is incorporated herein by reference. Such issuances
were undertaken in reliance upon the exemption from the
registration requirements of the Securities Act of 1933, as
amended, to Section 4(a)(2) thereof and Rule 506 of Regulation D
promulgated thereunder.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

4.1

April Note, dated April 5, 2017, issued to the Purchaser

10.1

Amended Purchase Agreement, dated April 5, 2017, by and
among the Company, the Purchaser and certain subsidiaries
of the Company

10.2

Second Amendment, dated April 5, 2017, by and among the
Company and the Purchaser

10.3

Amended Subordination Agreement, dated April 5, 2017, by
and among Midcap Funding X Trust, the Purchaser, the
Company and certain subsidiaries of the Company

10.4

Amended SPA, dated April 5, 2017, by and among the
Company and the holder of the Series D Shares


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 -0.029 at 0.680 with shares trading hands.

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