STAFFING 360 SOLUTIONS, INC. (NASDAQ:STAF) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement.
On May 11, 2017, Staffing 360 Solutions, Inc. (the Company)
entered into an At The Market Offering Agreement (the Sales
Agreement) with Joseph Gunnar Co., LLC (Joseph Gunnar) to act as
the Companys sales agent with respect to the issuance and sale of
up to $3,000,000 of the Companys shares of common stock, par
value $0.00001 per share (the Shares), from time to time in an
at-the-market public offering (the Offering).
Sales of the Shares, if any, through Joseph Gunnar, will be made
directly on The NASDAQ Capital Market, on any other existing
trading market for our common stock or to or through a market
maker. Joseph Gunnar may also sell the Shares in privately
negotiated transactions, provided that Joseph Gunnar receives our
prior written approval for any sales in privately negotiated
transactions.
The Company or Joseph Gunnar may suspend the offering of Shares
upon notice and subject to other conditions. The Sales Agreement
will automatically terminate on March 22, 2019, or sooner if
terminated as permitted therein.
The Company will pay Joseph Gunnar a commission equal to 3.0% of
the gross proceeds from the sale of the Shares to the Sales
Agreement.
The Sales Agreement contains representations, warranties and
covenants that are customary for transactions of this type. In
addition, the Company has agreed to indemnify Joseph Gunnar
against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. A copy of the Sales Agreement
is filed as Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The description of the Sales
Agreement is qualified in its entirety by reference to Exhibit
1.1 to this Current Report on Form 8-K.
The Shares will be sold and issued the Companys shelf
registration statement on Form S-3 (File No. 333-208910), which
was previously declared effective by the Securities and Exchange
Commission, and a related prospectus.
In connection with the Offering, the legal opinion of Laxague
Law, Inc. as to the legality of the Shares is being filed as
Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K, including the exhibits filed
herewith, is not an offer to sell or the solicitation of an offer
to buy the Shares or any other securities of the Company, nor
shall there by any offer, solicitation or sale of the Shares or
any other securities of the Company in any state in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
state.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
Description |
|
1.1 |
At The Market Offering Agreement, dated May 11, 2017, by |
|
5.1 |
Opinion of Laxague Law, Inc. |
|
23.1 |
Consent of Laxague Law, Inc. (included in Exhibit 5.1) |
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 up +0.018 at 0.718 with shares trading hands.