Item
1.01 Entry Into a Material Definitive Agreement.
On
July 1, 2022, Staffing 360 Solutions, Inc. (the “Company”) entered into a securities purchase agreement (the
“Purchase Agreement”) with certain institutional and accredited investors for the issuance and sale of 657,858
shares of common stock, par value $0.00001 per share (the “Common Shares”),
or pre-funded warrants (“Pre-Funded
Warrants”) to purchase shares of common stock, and warrants (the “Warrants”) to purchase up to
657,858 shares of common stock, with an exercise price of $5.85 per share. The Warrants are exercisable immediately upon issuance and
have a term of exercise equal to five and one-half years from the date of issuance. The combined purchase price for one Common Share
(or pre-funded warrant) and one associated warrant to purchase one share of common stock was $6.10.
Under
a registration rights agreement (the “Registration Rights Agreement”) with the investors, the Company is required
to file an initial registration statement with the Securities and Exchange Commission (the “SEC”) covering
the resale of the Common Shares, and the shares of the Company’s common stock underlying the Pre-Funded Warrants and the Warrants
no later than 15 days after July 1, 2022, and to use best efforts to have the registration statement declared effective as promptly as
practical thereafter, and in any event no later than 45 days after July 1, 2022.
In
connection with the private placement, each investor entered into a warrant amendment agreement with the Company (collectively, the “Warrant
Amendment Agreements”) to amend the exercise prices and expiration dates of certain existing warrants to purchase up to
an aggregate of 657,858 shares of common stock of the Company that were previously issued to the investors, with exercise prices ranging
from $18.50 to $38.00 per share and expiration dates ranging from July 22, 2026 to November 1, 2026. The Warrant Amendment Agreements
became effective upon the closing of the private placement and pursuant to the Warrant Amendment Agreements, the amended warrants have
a reduced exercise price of $5.85 per share and expire five and one-half years following the closing of the private placement.
The
Company intends to use the net proceeds received from the private placement for general working capital purposes.
H.C.
Wainwright & Co., LLC (“Wainwright”) acted as
the Company’s exclusive placement agent in connection with the private placement, pursuant to that engagement letter, dated as
of June 28, 2022, between the Company and Wainwright (the “Engagement Letter”). Pursuant to the Engagement
Letter, the Company paid Wainwright (i) a total cash fee equal to 7.5% of the aggregate gross proceeds of the private placement, (ii)
a management fee of 1.0% of the aggregate gross proceeds of the private placement, or $40,129.34, and (iii) a non-accountable expense
allowance of $85,000. In addition, the Company issued to Wainwright or its designees warrants (the “Placement Agent Warrants”)
to purchase up to 49,339 shares of common stock at an exercise price equal to $7.625. The Placement Agent Warrants are exercisable immediately
upon issuance and have a term of exercise equal to five and one-half years from the date of issuance.
The
Engagement Letter and the Purchase Agreement contain customary representations and warranties, agreements and obligations, conditions
to closing and termination provisions. The foregoing descriptions of terms and conditions of the Purchase Agreement, the Pre-Funded Warrants,
the Warrants, the Placement Agent Warrants, and the Registration Rights Agreement do not purport to be complete and are qualified in
their entirety by the full text of the form of the Purchase Agreement, the form of the Pre-Funded Warrant, the form of the Warrant, the
form of the Placement Agent Warrant, and the form of the Registration Rights Agreement, which are attached hereto as Exhibits 10.1, 4.1,
4.2, 4.3 and 10.2, respectively.