Item
4.01 Changes in Registrant’s Certifying Accountant.
(a)
Dismissal of Independent Registered Public Accounting Firm
On
August 26, 2022, the Audit Committee (the “Audit Committee”) of the Board of Directors of Staffing 360 Solutions, Inc. (the
“Company”) dismissed BDO USA LLP (“BDO”) as the Company’s independent registered public accounting firm,
effective immediately.
The
reports of BDO on the Company’s consolidated financial statements for the two most recent fiscal years, ended January 1, 2022 and
January 2, 2021, did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope, or accounting principles, except that BDO’s reports dated April 16, 2021 and June 24, 2022 contained an explanatory
paragraph stating there was substantial doubt about the Company’s ability to continue as a going concern.
During
the two most recent fiscal years, ended January 1, 2022 and January 2, 2021, and the subsequent interim period through August 26, 2022,
there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation
S-K) with BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of BDO, would have caused BDO to make reference to the subject matter of the disagreements
in connection with its reports on the Company’s consolidated financial statements for such years. Also during this time, there
were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K, except to note, for the years ended January
1, 2022 and January 2, 2021 and for each of the quarters ended April 2, 2022 and July 2, 2022, that management identified a material
weakness in the Company's internal control over financial reporting related to the number of competent finance personnel to appropriately
account for, review and disclose the completeness and accuracy of transactions entered into by the Company, and for the year ended January
1, 2022 and for each of the quarters ended April 2, 2022 and July 2, 2022, that management identified a material weakness related to
the design and operating effectiveness over forecasts used in the Company’s annual goodwill impairment evaluation.
The
Company provided BDO with a copy of the above disclosures and requested that BDO furnish the Company with a letter addressed to the Securities
and Exchange Commission stating whether or not it agrees with the statements made above. A copy of BDO’s letter dated August
31, 2022 is attached as Exhibit 16.1 to this Current Report on Form 8-K.
(b)
Appointment of New Independent Registered Public Accounting Firm
On August
26, 2022, the Audit Committee engaged Baker Tilly US, LLP (“Baker Tilly”) as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2022, effective immediately. During the fiscal years ended January 1,
2022 and January 2, 2021, and the subsequent interim period through August 26, 2022, neither the Company nor anyone on its behalf has
consulted with Baker Tilly regarding (i) the application of accounting principles to any specified transaction, either completed or proposed
or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report
nor oral advice was provided to the Company that Baker Tilly concluded was an important factor considered by the Company in reaching
a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,”
as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation
S-K.