Staffing 360 Solutions Announces Closing of $4.7 Million Private Placement
April 23 2021 - 3:15PM
Staffing 360 Solutions, Inc. (NASDAQ: STAF), a staffing company
executing an international buy-integrate-build strategy through the
acquisition of staffing organizations in the United States and the
United Kingdom, today announced the closing of its previously
announced private placement of 4,697.6328 shares of Series F
convertible preferred stock at a price of $1,000 per
share and warrants to purchase upon to an aggregate of 7,829,388
shares of common stock at an exercise price of $0.60 per
share. The Company received gross proceeds from the private
placement of approximately $4.7 million.
H.C. Wainwright & Co. acted as the exclusive
placement agent for the offering.
The Series F Preferred Stock is convertible into
an aggregate of approximately 7,829,388 shares of common stock at a
conversion price of $0.60 per share, subject to certain
ownership limitations, upon the Company amending its certificate of
incorporation to provide for the full conversion of the Series F
Preferred Stock, the full exercise of the Warrants and the
satisfaction of the minimum bid requirements of the Nasdaq Capital
Market (the “Amendment Date”). The Series F Preferred Stock is only
entitled to dividends in the event dividends are paid on the
Company's common stock and will not have any preferences over the
Company's common stock, including liquidation rights. The Warrants
are exercisable upon the later of the Amendment Date and six months
following the closing of the private placement, and will expire
five years following the date that the Warrants first become
exercisable.
The Company intends to use $1,000,000 of the net
proceeds received from the offering for working capital purposes
and the remaining proceeds will be used to repay existing debt
and/or redeem shares of Series E Convertible Preferred Stock.
The offer and sale of the foregoing securities
was made in a transaction not involving a public offering and has
not been registered under the Securities Act of 1933, as amended,
or applicable state securities laws. Accordingly, the securities
may not be reoffered or resold in the United States except pursuant
to an effective registration statement or an applicable exemption
from the registration requirements of the Securities Act and such
applicable state securities laws.
Under an agreement with the investors, the
Company is required to file an initial registration statement with
the Securities and Exchange Commission covering the resale of the
shares of the Company’s common stock underlying the Series F
Preferred Stock and the Warrants no later than 30 days after today
and to use best efforts to have the registration statement declared
effective as promptly as practical thereafter, and in any event no
later than 60 days after the Amendment Date.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of the securities in any state in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of such
state.
About Staffing 360 Solutions, Inc.Staffing 360
Solutions, Inc. is engaged in the execution of an international
buy-integrate-build strategy through the acquisition of domestic
and international staffing organizations in the United States and
United Kingdom. For more information,
visit www.staffing360solutions.com.
Forward-Looking StatementsThis
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, and include, among
others, statements regarding the intended use of net proceeds from
the private placement; consequently, actual results may differ
materially from those expressed or implied by such forward-looking
statements. Such risks and uncertainties include, without
limitation; the Company’s ability to retain the listing of its
common stock on the Nasdaq Capital Market; the geographic, social
and economic impact of COVID-19 on the Company’s ability to conduct
its business and raise capital in the future 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; the
Company’s ability to achieve loan forgiveness under Paycheck
Protection Program; 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 SEC,
including quarterly reports on Form 10-Q, reports on Form 8-K and
annual reports on Form 10-K. The Company does not undertake any
duty to update any statements contained herein (including any
forward-looking statements), except as required by law.
Investor Relations Contacts:Terri MacInnis, VP
of IRBibicoff + MacInnis, Inc.(818) 379-8500
x2terri@bibimac.com
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