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

Item 1.01Entry into a Material Definitive Agreement.

Staffing 360 Solutions, Inc. (the Company) entered into an
Amendment Agreement (the Amendment), dated January 3, 2017, and
effective as of January 1, 2017, with Hillair Capital Investments
L.P. (Hillair) (and together, the Parties) in which, among other
things, the Parties refinanced an aggregate amount of $2.7
million of indebtedness and extending all amortization payments
for Hillairs debt to October 1, 2018, which is approximately 21
months from the date of the refinancing (the Amended Debentures).

The aggregate of $2.7 of indebtedness was due to the Companys 8%
Senior Secured Convertible Debentures originally valued at $3.92
million before various principal payments, which were issued to
Hillair under that certain Securities Purchase Agreement entered
into on July 8, 2015 between the Company and Hillair (2015
Debenture), as well as the 8% Senior Secured Convertible
Debentures originally valued at $728 and entered into on February
8, 2016 (2016 Debenture) (collectively, the Debentures).

The Amended Debentures have an 8% interest rate, with no interest
payments due until October 1, 2017, payable quarterly thereafter,
and an overall term of 21 months with principal due at maturity.
The Amended Debentures are convertible into shares of common
stock at a price of $3.00 per share at Hillairs election, and
Hillair has agreed to eliminate the 20% pre-payment penalty for
an early redemption of the Debentures.In connection with the
refinancing, the Company will issue to Hillair 600,000 shares of
common stock for the conversion of $728,000 of the 2016 Debenture
at approximately $1.21 per share.The Company will accrete all
accrued but unpaid interest on the Debentures as of the date
hereof ($53,760 in the aggregate) to the principal amount of the
2015 Debenture.Additionally, in consideration of Amendment, the
Company will increase the principal on the 2015 Debenture by
$1,111,846.Accordingly, as of the date hereof the outstanding
principal amount outstanding of the 2015 Debenture is
$3,125,606.In addition, the Company shall hold a special vote of
shareholders to a proxy to be filed on or before April 1, 2017
for the purpose of obtaining Shareholder Approval as may be
required by the applicable rules and regulations of the Nasdaq
Stock Market (or any successor entity) from the shareholders of
the Company with respect to the transactions contemplated by the
Amended Debenture, including the issuance of all underlying
shares in excess of 19.99% of the issued and outstanding Common
Stock on the applicable date required thereby.

The Amendment does not otherwise modify or amend the terms of the
Debentures, which remain in full effect.This description is a
summary of the Amendment, which is attached to this Current
Report on Form 8-K as Exhibit 10.1 and incorporated by reference
herein.

Item 8.01Other Events.

On January 5, 2017, the Company issued a press release announcing
the Amendment, a copy of which is attached to this Current Report
on Form 8-K 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.

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

STAFFING 360 SOLUTIONS, INC. (NASDAQ:STAF) closed its last trading session up +0.012 at 0.822 with shares trading hands.