UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Staffing
360 Solutions, Inc.
(Name
of Issuer)
Common
Stock, $0.00001 par value per share
(Title
of Class of Securities)
85287307
(CUSIP
Number)
December
30, 2020
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this
Schedule is filed:
*The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior
cover page.
The
information required in the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP
No. 85287307
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1. |
Names
of Reporting Persons. |
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Mitchell P. Kopin |
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| 2. |
Check
the Appropriate Box if a Member of a Group (See
Instructions) |
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(a) |
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(b) |
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| 3. |
SEC
Use Only |
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| 4. |
Citizenship
or Place of
Organization United
States of America |
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Number
of
Shares Beneficially
Owned by Each
Reporting
Person With: |
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| 5. Sole
Voting Power |
0 |
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| 6. Shared
Voting Power |
0 |
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| 7. Sole
Dispositive Power |
0 |
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| 8. Shared
Dispositive Power |
0 |
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| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 (see
Item 4) |
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| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) |
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| 11. |
Percent
of Class Represented by Amount in Row (9)
0.0% (see Item
4) |
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| 12. |
Type
of Reporting Person (See Instructions) |
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IN; HC |
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CUSIP
No. 85287307
|
1. |
Names
of Reporting Persons. |
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Daniel B. Asher |
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| 2. |
Check
the Appropriate Box if a Member of a Group (See
Instructions) |
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(a) |
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(b) |
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| 3. |
SEC
Use Only |
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| 4. |
Citizenship
or Place of
Organization United
States of America |
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Number
of
Shares Beneficially
Owned by Each
Reporting
Person With: |
|
|
| 5. Sole
Voting Power |
0 |
|
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|
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|
| 6. Shared
Voting Power |
0 |
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|
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| 7. Sole
Dispositive Power |
0 |
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| 8. Shared
Dispositive Power |
0 |
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| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 (see
Item 4) |
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| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) |
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| 11. |
Percent
of Class Represented by Amount in Row (9)
0.0% (see Item
4) |
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| 12. |
Type
of Reporting Person (See Instructions) |
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IN; HC |
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CUSIP
No. 85287307
|
1. |
Names
of Reporting Persons. |
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Intracoastal Capital LLC |
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| 2. |
Check
the Appropriate Box if a Member of a Group (See
Instructions) |
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(a) |
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(b) |
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| 3. |
SEC
Use Only |
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| 4. |
Citizenship
or Place of
Organization Delaware |
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Number
of
Shares Beneficially
Owned by Each
Reporting
Person With: |
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| 5. Sole
Voting Power |
0 |
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| 6. Shared
Voting Power |
0 |
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| 7. Sole
Dispositive Power |
0 |
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| 8. Shared
Dispositive Power |
0 |
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| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0 (see
Item 4) |
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| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) |
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|
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| 11. |
Percent
of Class Represented by Amount in Row (9)
0.0% (see Item
4) |
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| 12. |
Type
of Reporting Person (See Instructions) |
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OO |
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Item 1.
(a) Name of Issuer
Staffing 360 Solutions, Inc. (the “Issuer”)
(b) Address of Issuer’s Principal Executive Offices
641 Lexington Avenue, 27th Floor
New York, NY 10022
Item 2.
(a) Name of Person Filing
(b) Address of Principal Business Office or, if none, Residence
(c) Citizenship
This Schedule 13G is being filed on behalf of (i) Mitchell P.
Kopin, an individual who is a citizen of the United States of
America (“Mr. Kopin”), (ii) Daniel B. Asher, an individual
who is a citizen of the United States of America (“Mr.
Asher”) and (iii) Intracoastal Capital LLC, a Delaware limited
liability company (“Intracoastal” and together with Mr.
Kopin and Mr. Asher, collectively the “Reporting
Persons”).
The Reporting Persons have entered into a Joint Filing Agreement, a
copy of which is filed with this Schedule 13G as Exhibit 1, pursuant
to which the Reporting Persons have agreed to file this Schedule
13G jointly in accordance with the provisions of Rule 13d-1(k) of
the Securities Exchange Act of 1934, as amended.
The principal business office of Mr. Kopin and Intracoastal is 245
Palm Trail, Delray Beach, Florida 33483.
The principal business office of Mr. Asher is 111 W. Jackson
Boulevard, Suite 2000, Chicago, Illinois 60604.
(d) Title of Class of Securities
Common Stock, $0.00001 par value per
share, of the Issuer (the “Common Stock”).
(e) CUSIP Number
85287307
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Item 3. |
If this statement is filed
pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether
the person filing is a: |
Not applicable.
(a) and (b):
(i) Immediately following the execution of the Securities Purchase
Agreement with the Issuer on December 30, 2020 (the “SPA”)
(as disclosed in the Form 8-K filed by the Issuer with the
Securities and Exchange Commission on December 31, 2020), each of
the Reporting Persons may have been deemed to have beneficial
ownership of 1,331,298 shares of Common Stock to be issued to
Intracoastal at the closing of the transaction contemplated by the
SPA, and all such shares of Common Stock in the aggregate represent
beneficial ownership of approximately 8.4% of the Common Stock,
based on (1) 14,461,028 shares of Common Stock outstanding as of
December 30, 2020 as reported by the Issuer, plus (2) 1,331,298
shares of Common Stock to be issued to Intracoastal at the closing
of the transaction contemplated by the SPA.
(ii) As of the close of business on January 8, 2021, each of the
Reporting Persons may have been deemed to have beneficial ownership
of no shares of Common Stock.
(c) Number of shares as to which each Reporting Person has:
(i) Sole power to vote or to direct the vote:
0
.
(ii) Shared power to vote or to direct the vote:
0 .
(iii) Sole power to dispose or to direct the disposition of
0 .
(iv) Shared power to dispose or to direct the disposition of
0 .
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Item 5. |
Ownership of Five Percent or
Less of a Class |
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the
following þ.
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Item 6. |
Ownership of More than Five
Percent on Behalf of Another Person. |
Not applicable.
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Item 7. |
Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company |
Not applicable.
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Item 8. |
Identification and
Classification of Members of the Group |
Not applicable.
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Item 9. |
Notice of Dissolution of
Group |
Not applicable.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under
§240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: January 8, 2021
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/s/
Mitchell P. Kopin |
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Mitchell P.
Kopin |
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|
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/s/ Daniel
B. Asher |
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Daniel B.
Asher |
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|
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Intracoastal Capital
LLC |
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By: |
/s/ Mitchell P. Kopin |
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Mitchell P. Kopin,
Manager |
Exhibit 1
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13G is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on Schedule
13G may be filed on behalf of each of the undersigned without the
necessity of filing additional joint filing agreements. The
undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and
accuracy of the information concerning him or it contained herein
and therein, but shall not be responsible for the completeness and
accuracy of the information concerning the others, except to the
extent that he or it knows or has reason to believe that such
information is inaccurate.
Date: January 8, 2021
| |
/s/
Mitchell P. Kopin |
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Mitchell P.
Kopin |
| |
|
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/s/ Daniel
B. Asher |
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Daniel B.
Asher |
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Intracoastal Capital
LLC |
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|
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By: |
/s/ Mitchell P. Kopin |
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|
Mitchell P. Kopin,
Manager |
Page 8 of 8
