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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
June 23, 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)
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 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. ☐
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common stock |
|
STAF |
|
NASDAQ |
Item
3.03 Material Modification to Rights of Security
Holders.
To
the extent required by Item 3.03 of Form 8-K, the information
contained in Item 5.03 of this report is incorporated herein by
reference.
Item
5.03 Amendment to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On
June 23, 2022, Staffing 360 Solutions, Inc. (the “Company”) filed a
Certificate of Amendment of Amended and Restated Certificate of
Incorporation (the “Certificate of Amendment”) with the Secretary
of State of Delaware to effect a 1-for-10 reverse stock split of
the shares of the Company’s common stock, par value $0.00001 per
share (the “Common Stock”), either issued and outstanding or held
by the Company as treasury stock, effective as of 4:05 p.m.
(Delaware time) on June 23, 2022 (the “Reverse Stock Split”). As
reported below under Item 5.07 of this report, the Company held a
special meeting of stockholders on June 23, 2022 (the “Special
Meeting”), at which meeting the Company’s stockholders, approved
the amendment to the Company’s Amended and Restated Certificate of
Incorporation (the “Certificate of Incorporation”) to effect a
reverse stock split of the Company’s common stock at a ratio in the
range of 1-for-2 to 1-for-20, with such ratio to be determined by
the Company’s board of directors (the “Board”) and included in a
public announcement. Following the Special Meeting, the Board
determined to effect the Reverse Stock Split at a ratio of 1-for-10
and approved the corresponding final form of the Certificate of
Amendment.
As a
result of the Reverse Stock Split, every ten shares of issued and
outstanding Common Stock will be automatically combined into one
issued and outstanding share of Common Stock, without any change in
the par value per share. No fractional shares will be issued as a
result of the Reverse Stock Split. Any fractional shares that would
otherwise have resulted from the Reverse Stock Split will be
rounded up to the next whole number. The Reverse Stock Split will
reduce the number of shares of Common Stock outstanding from
17,618,300 shares to approximately 1,761,830 shares, subject to
adjustment for the rounding up of fractional shares. The number of
authorized shares of Common Stock under the Certificate of
Incorporation will remain unchanged at 200,000,000
shares.
Proportionate
adjustments will be made to the number of shares of Common Stock
that may be received upon conversion of the issued and outstanding
shares of the Company’s Series H Convertible Preferred Stock, par
value $0.00001 per share (“Series H Preferred Stock”). In addition,
proportionate adjustments will be made to the per share exercise
price and the number of shares of Common Stock that may be
purchased upon exercise of outstanding stock options granted by the
Company, and the number of shares of Common Stock reserved for
future issuance under the Company’s 2014 Equity Incentive Plan,
2015 Omnibus Plan, 2016 Omnibus Plan and 2020 Omnibus
Plan.
The
Common Stock will begin trading on a reverse stock split-adjusted
basis on The NASDAQ Capital Market on June 24, 2022. The trading
symbol for the Common Stock will remain “STAF.” The new CUSIP
number for the Common Stock following the Reverse Stock Split is
852387505.
For
more information about the Reverse Stock Split, see the Company’s
definitive proxy statement filed with the U.S. Securities and
Exchange Commission on May 26, 2022 (the “Proxy Statement”), the
relevant portions of which are incorporated herein by reference.
The information set forth herein is qualified in its entirety by
reference to the complete text of the Certificate of Amendment, a
copy of which is filed with this report as Exhibit 3.1.
Item
5.07 Submission of Matters to a Vote of Security
Holders.
The
Special Meeting was held on June 23, 2022. As of the close of
business on May 19, 2022, the record date for the Special Meeting,
there were 17,618,300 shares of Common Stock, 9,000,000 shares of
Series H Preferred Stock, voting on an as-converted basis, and
17,618.300 shares of shares of our Series J Preferred Stock, par
value $0.00001 (“Series J Preferred Stock”) outstanding and
entitled to vote on the proposals described below. The matters
described below were submitted to a vote of the Company’s
stockholders at the Special Meeting. Each proposal is described in
detail in the Proxy Statement.
At
the Special Meeting, the proposals set forth below were submitted
to a vote of the Company’s stockholders. The final voting results
are as follows:
|
1. |
To
approve an amendment to our amended and restated certificate of
incorporation to effect, at the discretion of the Board but prior
to the one-year anniversary of the date on which the reverse stock
split is approved by the Company’s stockholders at the Special
Meeting, a reverse stock split of all of the outstanding shares of
our Common Stock, at a ratio in the range of 1-for-2 to 1-for-20,
such ratio to be determined by the Board in its discretion and
included in a public announcement (the “Reverse Stock Split
Proposal”). |
For |
|
Against |
|
Abstain |
2,662,927,322 |
|
1,926,364,748 |
|
121,179,395 |
|
2. |
To
approve a proposal to adjourn the Special Meeting to a later date
or dates, if necessary or appropriate, to permit further
solicitation and vote of proxies in the event that there are
insufficient votes for, or otherwise in connection with, the
approval of the Reverse Stock Split Proposal. |
For |
|
Against |
|
Abstain |
2,694,890,876 |
|
1,846,102,648 |
|
169,477,941 |
For
more information about the foregoing proposals, see the Proxy
Statement, the relevant portions of which are incorporated herein
by reference. The results reported above are final voting results.
No other matters were considered or voted upon at the
meeting.
Item
7.01 Regulation FD Disclosure.
On
June 23, 2022, the Company issued a press release announcing the
Reverse Stock Split. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
In
accordance with General Instruction B.2 of Form 8-K, the
information in this Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1, shall not be deemed “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Exchange Act or the Securities
Act of 1933, as amended, except as shall be expressly set forth by
reference in such a filing. Furthermore, the furnishing of
information under Item 7.01 of this Current Report on Form 8-K is
not intended to constitute a determination by the Company that the
information contained herein, including the exhibits hereto, is
material or that the dissemination of such information is required
by Regulation FD.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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:
June 23, 2022 |
STAFFING
360 SOLUTIONS, INC. |
|
|
|
|
By: |
/s/
Brendan Flood |
|
|
Brendan
Flood |
|
|
Chairman,
President and Chief Executive Officer |
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