Current Report Filing (8-k)
August 31 2022 - 04:06PM
Edgar (US Regulatory)
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2022-08-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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
August 26, 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 3rd 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) |
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☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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|
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☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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☐ |
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. ☐
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common stock |
|
STAF |
|
NASDAQ |
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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date:
August 31, 2022 |
STAFFING
360 SOLUTIONS, INC. |
|
|
|
By: |
/s/
Brendan Flood |
|
|
Brendan
Flood |
|
|
Chairman
and Chief Executive Officer |
Staffing 360 Solutions (NASDAQ:STAF)
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