Amended Current Report Filing (8-k/a)
May 20 2022 - 4:16PM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
May
17, 2022
Date
of Report (Date of earliest event reported)
STAFFING
360 SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-37575 |
|
68-0680859 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
757
Third Avenue
27th
Floor
New
York, NY 10017
(Address
of principal executive offices)
(646)
507-5710
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
|
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
stock |
|
STAF |
|
NASDAQ |
Explanatory
Note
On
May 19, 2022, Staffing 360 Solutions, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”)
to disclose its entry into an amendment to the Stock Purchase Agreement by and between the Company, Headway Workforce Solutions, Inc.
(“Headway”), and Chapel Hill Partners, LP, as the representatives of all the stockholders of Headway (the “Headway
Acquisition”), the closing of the Headway Acquisition and issuance of the Series H Convertible Preferred Stock, pursuant to the
Stock Purchase Agreement and in connection with the closing of the Headway Acquisition. This Amendment No. 1 to the Current Report
on Form 8-K/A is being filed by the Company solely to amend and restate Item 9.01 in its entirety to include subparts (a) and (b), which
were inadvertently excluded from the Original Report. Except as set forth herein, no other modifications have been made to the Original
Report.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial Statements of Business Acquired.
The
Company will file any financial statements required by this Item as soon as practicable, and in any event, not later than 71 days after
the date on which the Current Report on Form 8-K was required to be filed as related to the closing of the Headway Acquisition, previously
disclosed under Item 2.01 in the Original Report.
(b)
Pro Forma Financial Information.
The
Company will file any financial statements required by this Item as soon as practicable, and in any event, not later than 71 days after
the date on which the Current Report on Form 8-K was required to be filed as related to the closing of the Headway Acquisition, previously
disclosed under Item 2.01 in the Original Report.
(d)
Exhibits
The
following exhibits are filed herewith:
*Certain
of the schedules (and similar attachments) to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K under
the Securities Act because they do not contain information material to an investment or voting decision and that information is not otherwise
disclosed in the Exhibit or the disclosure document. The registrant hereby agrees to furnish a copy of all omitted schedules (or similar
attachments) to the SEC upon its request.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
May 20, 2022 |
STAFFING
360 SOLUTIONS, INC. |
|
|
|
|
By:
|
/s/
Brendan Flood |
|
|
Brendan
Flood |
|
|
Chairman
and Chief Executive Officer |
Staffing 360 Solutions (NASDAQ:STAF)
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