Amended Current Report Filing (8-k/a)
July 29 2022 - 4:49PM
Edgar (US Regulatory)
0001499717
true
Amendment No. 2
0001499717
2022-05-17
2022-05-17
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 2
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, which was subsequently amended
on May 20, 2022 (as amended, 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. 2 to Current Report on Form 8-K/A is being filed by the Company solely to file the financial statements as required
by subparts (a) and (b) of Item 9.01 of Form 8-K as related to the Headway Acquisition, which were excluded from the Original Report
in reliance on the instructions to such items.
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
audited financial statements of Headway for the years ended September 30, 2021 and 2020, and the unaudited financial statements of
Headway for the three months ended December 31, 2021 and 2020, including the notes thereto, are filed herewith as Exhibit 99.1 and
incorporated herein by reference.
(b)
Pro Forma Financial Information.
The
unaudited pro forma financial statements of the Company, including the notes thereto, are filed herewith as Exhibit 99.2 and incorporated
herein by reference.
(d)
Exhibits
The
following exhibits are filed herewith:
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:
July 29, 2022 |
STAFFING
360 SOLUTIONS, INC. |
|
|
|
|
By:
|
/s/
Brendan Flood |
|
|
Brendan
Flood |
|
|
Chairman
and Chief Executive Officer |
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