Current Report Filing (8-k)
May 24 2022 - 4:01PM
Edgar (US Regulatory)
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0001499717
2022-05-23
2022-05-23
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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
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)
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
3.03 Material Modifications to Rights of Security Holders.
The
disclosure required by this Item and included in Item 5.03 below is incorporated herein by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
May 23, 2022, Staffing 360 Solutions, Inc. (the “Company”) filed with the State of Delaware, the Amended and Restated Certificate
of Designation of Preferences, Rights and Limitations of Series H Convertible Preferred Stock (the “Amended and Restated Certificate
of Designation”), which became effective on such date. The Amended and Restated Certificate of Designation amends and restates
in its entirety, the Certificate of Designation of Preferences, Rights and Limitations of Series H Convertible Preferred Stock (the “Certificate
of Designation”), which was previously filed by the Company with the State of Delaware on May 17, 2022 and became effective on
such date. The Amended and Restated Certificate of Designation was filed to remove the beneficial ownership limitation, and any corresponding
references thereto, on the Series H Convertible Preferred Stock in Section 1, Section 4 and Section 6(d), which were inadvertently included
in the Certificate of Designation. All other items remain unchanged.
The
foregoing description of the Amended and Restated Certificate of Designation does not purport to be complete and is qualified in its
entirety by reference to the complete text of the Amended and Restated Certificate of Designation, a copy of which is attached hereto
as Exhibit 3.1 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 24, 2022 |
STAFFING
360 SOLUTIONS, INC. |
|
|
|
|
By:
|
/s/
Brendan Flood |
|
|
Brendan
Flood |
|
|
Chairman
and Chief Executive Officer |
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