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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
May
22, 2024
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 |
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
May 22, 2024, Staffing 360 Solutions, Inc. (the “Company”) received a notice (the “Notice”) from the Listing
Qualifications Staff (the “Staff”) of the Nasdaq Stock Market LLC notifying the Company that as it has not yet filed its
Form 10-Q for the period ended March 30, 2024 (the “Q1 2024 Form 10-Q”), such matter serves as a basis for delisting the
Company’s common stock from the Nasdaq Capital Market (“Nasdaq”) in addition to the matters previously reported. Pursuant
to the Notice and the letter to the Company from the Staff dated as of April 17, 2024, the Company has until June 17, 2024, to submit
to Nasdaq a plan to regain compliance with respect to its delinquent Annual Report on Form 10-K for the year ended December 30, 2024
(the “2023 Form 10-K”), and its delinquent Q1 2024 Form 10-Q. Any Staff exception to allow the Company to regain compliance,
if granted, will be limited to a maximum of 180 calendar days from the due date of the 2023 Form 10-K, or October14, 2024.
The
Notice from Nasdaq has no immediate effect on the listing of the Company’s common stock. There can be no assurance that the Company
will regain compliance with the Nasdaq’s rules or maintain compliance with any of the other Nasdaq continued listing requirements.
Item
8.01 Other Events.
On
May 28, 2024, the Company issued a press release announcing its receipt of the Notice. A copy of such press release is attached hereto
as Exhibit 99.1 and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(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:
May 28, 2024 |
STAFFING
360 SOLUTIONS, INC. |
|
|
|
|
By:
|
/s/
Brendan Flood |
|
|
Brendan
Flood |
|
|
Chairman
and Chief Executive Officer |
Exhibit
99.1
Staffing
360 Solutions Receives Nasdaq Notification
Related
to Non-Timely Filing of 2024 First Quarter Form 10-Q
NEW
YORK, May 28, 2024 - Staffing 360 Solutions, Inc. (Nasdaq: STAF) (“Staffing 360” or the “Company”),
a company executing a buy-integrate-build strategy through the acquisition of staffing organizations in the United States, today reported
that it received a letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying
the Company that it is not in compliance with the requirements of Nasdaq Listing Rule 5250(c)(1) as a result of not having timely filed
its Quarterly Report on Form 10-Q with the Securities and Exchange Commission (“SEC”) for the period ended March 30, 2024.
Pursuant
to the letter, The Nasdaq Hearings Panel will consider the late filing in their decision regarding the Company’s continued listing
on The Nasdaq Capital Market. Staffing 360 has until June 17, 2024, to present its views in writing with respect to the filing deficiency
to Nasdaq. Nasdaq’s exception to allow the Company to regain compliance, if granted, will be limited to a maximum of 180 calendar
days from the initial due date of the Company’s Annual Report on Form 10-K, or October 14, 2024.
About
Staffing 360 Solutions, Inc.
Staffing
360 Solutions, Inc. is engaged in the execution of a buy-integrate-build strategy through the acquisition of domestic and international
staffing organizations in the United States. The Company believes that the staffing industry offers opportunities for accretive acquisitions
and as part of its targeted consolidation model, is pursuing acquisition targets in the finance and accounting, administrative, engineering,
IT, and light industrial staffing space.
For
more information, visit http://www.staffing360solutions.com. Follow Staffing 360 Solutions on Facebook, LinkedIn and Twitter.
Forward-Looking
Statements
This
press release contains forward-looking statements, which may be identified by words such as “expect,” “look forward
to,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,”
“will,” “project,” or words of similar meaning. Forward-looking statements are not guarantees of future performance,
are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s
control, and cannot be predicted or quantified; consequently, actual results may differ materially from those expressed or implied by
such forward-looking statements. Such risks and uncertainties include, without limitation, our ability to retain our listing on Nasdaq
and to regain and maintain compliance with the rules of Nasdaq; market and other conditions; the geographic, the Company’s ability
to conduct its business and raise capital in the future if and when needed; weakness in general economic conditions and levels of capital
spending by customers in the industries the Company serves; weakness or volatility in the financial and capital markets, which may result
in the postponement or cancellation of customer capital projects or the inability of the Company’s customers to pay the Company’s
fees; the termination of a major customer contract or project; delays or reductions in U.S. government spending; credit risks associated
with the Company’s customers; competitive market pressures; the availability and cost of qualified labor; the Company’s level
of success in attracting, training and retaining qualified management personnel and other staff employees; changes in tax laws and other
government regulations, including the impact of health care reform laws and regulations; the possibility of incurring liability for the
Company’s business activities, including, but not limited to, the activities of the Company’s temporary employees; the Company’s
performance on customer contracts; negative outcome of pending and future claims and litigation; government policies, legislation or
judicial decisions adverse to the Company’s businesses; the Company’s ability to access the capital markets by pursuing additional
debt and equity financing to fund its business plan and expenses on terms acceptable to the Company or at all; and the Company’s
ability to comply with its contractual covenants, including in respect of its debt agreements, as well as various additional risks, many
of which are now unknown and generally out of the Company’s control, and which are detailed from time to time in reports filed
by the Company with the Securities and Exchange Commission, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K. Staffing 360 Solutions does not undertake any duty to update any statements contained herein (including
any forward-looking statements), except as required by law.
Investor
Relations Contact:
Roger
Pondel or Laurie Berman
PondelWilkinson
Inc.
310-279-5980
pwinvestor@pondel.com
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