Statement of Ownership (sc 13g)
January 08 2021 - 3:31PM
Edgar (US Regulatory)
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
1.
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Names
of Reporting Persons.
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Mitchell
P. Kopin
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2.
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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.
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SEC
Use Only
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4.
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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
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0
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6. Shared Voting Power
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0
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7. Sole Dispositive Power
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0
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8. Shared Dispositive Power
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0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person 0 (see Item 4)
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent
of Class Represented by Amount in Row (9) 0.0% (see Item 4)
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12.
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Type
of Reporting Person (See Instructions)
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IN;
HC
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CUSIP
No. 85287307
1.
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Names
of Reporting Persons.
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Daniel B. Asher
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2.
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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.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization United States of America
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|
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Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
|
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5. Sole Voting Power
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0
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6. Shared Voting Power
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0
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|
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7. Sole Dispositive Power
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0
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|
|
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8. Shared Dispositive Power
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0
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9.
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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.
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Percent
of Class Represented by Amount in Row (9) 0.0% (see Item 4)
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12.
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Type
of Reporting Person (See Instructions)
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IN;
HC
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CUSIP
No. 85287307
1.
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Names
of Reporting Persons.
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Intracoastal Capital LLC
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2.
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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.
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SEC
Use Only
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4.
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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
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0
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6. Shared Voting Power
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0
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|
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7. Sole Dispositive Power
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0
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|
|
|
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8. Shared Dispositive Power
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0
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|
|
|
|
9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person 0 (see Item 4)
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent
of Class Represented by Amount in Row (9) 0.0% (see Item 4)
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12.
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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.
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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:
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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.
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Ownership of Five Percent or Less of a Class
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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.
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Ownership of More than Five Percent on Behalf of Another
Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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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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/s/ Daniel B. Asher
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Daniel B. Asher
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Intracoastal Capital LLC
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By:
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/s/ Mitchell P. Kopin
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Mitchell P. Kopin, Manager
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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
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/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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By:
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/s/ Mitchell P. Kopin
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Mitchell P. Kopin, Manager
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Page 8 of 8
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