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

Item 1.01Entry into a Material Definitive Agreement.

On June 15, 2017, Staffing 360 Solutions, Inc., (a Nevada
corporation, and referred to in this Current Report as Staffing
Nevada) held a special meeting of stockholders (the Special
Meeting). At the Special Meeting, the stockholders approved an
Agreement and Plan of Merger (the Plan of Merger) between the
Staffing Nevada and its wholly-owned Delaware subsidiary,
Staffing 360 Solutions, Inc. (Staffing Delaware or the Company),
to which Staffing Nevada merged with and into the Company for the
sole purpose of changing the Companys state of domicile,
including amending and restating the Companys Certificate of
Incorporation and Bylaws.

Staffing Delaware is deemed to be the successor issuer of
Staffing Nevada under Rule 12g-3 of the Securities Exchange Act
of 1934, as amended. A copy of the Plan of Merger is attached
hereto as Exhibit 2.1. The merger was effected by filing Articles
of Merger with the Secretary of State of the State of Nevada, a
copy of which is attached hereto as Exhibit 3.1, and by filing a
Certificate of Merger with the Secretary of State of the State of
Delaware, a copy of which is attached hereto as Exhibit 3.2.

The reincorporation of the Company did not result in any change
in the name, Nasdaq listing, CUSIP number, business, management,
fiscal year, accounting, location of the principal executive
officers, assets or liabilities of the Company. In addition, the
Companys common stock will continue to trade on the Nasdaq
Capital Market under the symbol STAF. Shareholders are not
required to exchange Company shares in connection with the
reincorporation.

As of the effective date of the reincorporation, the rights of
the Companys stockholders began to be governed by the Delaware
General Corporation Law, the Staffing Delaware Amended and
Restated Certificate of Incorporation attached hereto as Exhibit
3.3 and the Amended and Restated Bylaws of Staffing Delaware,
attached hereto as Exhibit 3.4.

Additional information about the reincorporation and a comparison
of the rights of stockholders of the Company prior to and
following the reincorporation can be found in the Companys
definitive proxy statement for the special shareholder meeting,
filed with the Securities and Exchange Commission on April 27,
2017 (the 2017 Proxy), the relevant portions of which are
incorporated herein by reference. The description of the Plan of
Merger, the Staffing Delaware Amended and Restated Certificate of
Incorporation and the Amended and Restated Bylaws of Staffing
Delaware above and such portions of the proxy statement are
qualified in their entirety by reference to the full text of such
documents, which are incorporated herein by reference.

Item 5.03Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

Please see the disclosures set forth under Items 1.01 and 5.07,
which are incorporated by reference into this Item 5.03.

Item 5.07Submission of Matters to a Vote of Security Holders.

(1) The change in our corporate domicile from the state of Nevada
to the state of Delaware was approved by the following vote:

(2) The issuance of Common Stock to the Jackson Warrant Agreement
was approved by the following vote:

(3) The issuance of Common Stock to the April Purchase Agreement
was approved by the following vote:

(4) The authorization to issue additional Common Stock in
connection with future financings was approved by the following
vote:

Item 8.01Other Events.

On June 15, 2017, the Registrant issued the press release
regarding the voting results attached hereto as Exhibit 99.1 and
incorporated by reference herein.

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.