Staffing 360 Solutions Announces Reverse Stock Split to Maintain NASDAQ Listing
June 23 2022 - 12:15PM
Staffing 360 Solutions, Inc. (NASDAQ: STAF), a company executing an
international buy-integrate-build strategy through the acquisition
of staffing organizations in the United States and the United
Kingdom, announced today that it intends to effect a reverse stock
split of its common stock at a ratio of 1 post-split share for
every 10 pre-split shares. The reverse stock split will become
effective at 4:05 p.m. on Thursday, June 23, 2022. Staffing 360’s
common stock will continue to be traded on the Nasdaq Capital
Market under the symbol STAF and will begin trading on a
split-adjusted basis when the market opens on Friday, June 24,
2022.
At a special meeting of stockholders held on
June 23, 2022, Staffing 360’s stockholders granted the Company’s
Board of Directors the discretion to effect a reverse stock split
of Staffing 360’s common stock through an amendment to its Amended
and Restated Certificate of Incorporation at a ratio of not less
than 1-for-2 and not more than 1-for-20, such ratio to be
determined by the Company’s Board of Directors.
At the effective time of the reverse stock
split, every ten shares of Staffing 360’s issued and outstanding
common stock will be converted automatically into one issued and
outstanding share of common stock without any change in the par
value per share. Stockholders holding shares through a brokerage
account will have their shares automatically adjusted to reflect
the 1-for-10 reverse stock split. It is not necessary for
stockholders holding shares of the Company’s common stock in
certificated form to exchange their existing stock certificates for
new stock certificates of the Company in connection with the
reverse stock split, although stockholders may do so if they
wish.
The reverse stock split will affect all
stockholders uniformly and will not alter any stockholder’s
percentage interest in the Company’s equity, except to the extent
that the reverse stock split would result in a stockholder owning a
fractional share. Any fractional share of a stockholder resulting
from the reverse stock split will be rounded up to the nearest
whole number of shares. The reverse stock split will reduce the
number of shares of Staffing 360’s common stock outstanding from
17,618,300 shares to approximately 1,761,830 shares. Proportional
adjustments will be made to the number of shares of Staffing 360’s
common stock issuable upon exercise or conversion of Staffing 360’s
equity awards, convertible preferred stock and warrants, as well as
the applicable exercise price. Stockholders with shares in
brokerage accounts should direct any questions concerning the
reverse stock split to their broker; all other stockholders may
direct questions to the Company’s transfer agent, Action Stock
Transfer Corporation, via email at
action@actionstocktransfer.com or fax at +1 (801)
274-1099.
Brendan Flood, Chairman, CEO and President said,
“We are effecting this reverse stock split to raise Staffing 360’s
common stock price in order to regain compliance with the Nasdaq
Capital Market’s $1.00 per share minimum bid continued listing
requirement. We believe the trading of our shares on a national
market increases our visibility in the marketplace, improves
liquidity, broadens and diversifies our stockholder base, and
ultimately enhances long-term stockholder value.”
About Staffing 360 Solutions,
Inc.Staffing 360 Solutions, Inc. is engaged in the
execution of an international buy-integrate-build strategy through
the acquisition of domestic and international staffing
organizations in the United States and United Kingdom. The Company
believes that the staffing industry offers opportunities for
accretive acquisitions and as part of its targeted consolidation
model, is pursuing acquisition targets in the finance and
accounting, administrative, engineering, IT, and light industrial
staffing space. For more information, visit
http://www.staffing360solutions.com. Follow Staffing 360 Solutions
on Facebook, LinkedIn and Twitter.
Forward-Looking StatementsThis
press release contains forward-looking statements, which may be
identified by words such as "expect," "look forward to,"
"anticipate," "intend," "plan," "believe," "seek," "estimate,"
"will," "project" or words of similar meaning. Forward-looking
statements are not guarantees of future performance, are based on
certain assumptions and are subject to various known and unknown
risks and uncertainties, many of which are beyond the Company's
control, and cannot be predicted or quantified; consequently,
actual results may differ materially from those expressed or
implied by such forward-looking statements. Such risks and
uncertainties include, without limitation, the effect that the
reverse stock split may have on the price of our common stock; our
ability to retain our listing on the Nasdaq Capital Market; market
and other conditions; the geographic, social and economic impact of
COVID-19 on the Company’s ability to conduct its business and raise
capital in the future when needed; weakness in general economic
conditions and levels of capital spending by customers in the
industries the Company serves; weakness or volatility in the
financial and capital markets, which may result in the postponement
or cancellation of customer capital projects or the inability of
the Company’s customers to pay the Company’s fees; the termination
of a major customer contract or project; delays or reductions in
U.S. government spending; credit risks associated with the
Company’s customers; competitive market pressures; the availability
and cost of qualified labor; the Company’s level of success in
attracting, training and retaining qualified management personnel
and other staff employees; changes in tax laws and other government
regulations, including the impact of health care reform laws and
regulations; the possibility of incurring liability for the
Company’s business activities, including, but not limited to, the
activities of the Company’s temporary employees; the Company’s
performance on customer contracts; negative outcome of pending and
future claims and litigation; government policies, legislation or
judicial decisions adverse to the Company’s businesses; the
Company’s ability to access the capital markets by pursuing
additional debt and equity financing to fund its business plan and
expenses on terms acceptable to the Company or at all; and the
Company’s ability to comply with its contractual covenants,
including in respect of its debt agreements, as well as various
additional risks, many of which are now unknown and generally out
of the Company’s control, and which are detailed from time to time
in reports filed by the Company with the SEC, including quarterly
reports on Form 10-Q, reports on Form 8-K and annual reports on
Form 10-K. Staffing 360 Solutions does not undertake any duty to
update any statements contained herein (including any
forward-looking statements), except as required by law.
Investor Relations
Contact:Terri MacInnis, VP of IRBibicoff + MacInnis,
Inc.(818) 379-8500 x 2terri@bibimac.com
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