Current Report Filing (8-k)
June 23 2022 - 2:23PM
Edgar (US Regulatory)
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2022-06-23
2022-06-23
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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
June
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)
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 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
3.03 Material Modification to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.
Item
5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
June 23, 2022, Staffing 360 Solutions, Inc. (the “Company”) filed a Certificate of Amendment of Amended and Restated Certificate
of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware to effect a 1-for-10 reverse
stock split of the shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), either
issued and outstanding or held by the Company as treasury stock, effective as of 4:05 p.m. (Delaware time) on June 23, 2022 (the “Reverse
Stock Split”). As reported below under Item 5.07 of this report, the Company held a special meeting of stockholders on June 23,
2022 (the “Special Meeting”), at which meeting the Company’s stockholders, approved the amendment to the Company’s
Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse stock split of
the Company’s common stock at a ratio in the range of 1-for-2 to 1-for-20, with such ratio to be determined by the Company’s
board of directors (the “Board”) and included in a public announcement. Following the Special Meeting, the Board determined
to effect the Reverse Stock Split at a ratio of 1-for-10 and approved the corresponding final form of the Certificate of Amendment.
As
a result of the Reverse Stock Split, every ten shares of issued and outstanding Common Stock will be automatically combined into
one issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares will be issued
as a result of the Reverse Stock Split. Any fractional shares that would otherwise have resulted from the Reverse Stock Split will be
rounded up to the next whole number. The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from 17,618,300
shares to approximately 1,761,830 shares, subject to adjustment for the rounding up of fractional shares. The number of authorized
shares of Common Stock under the Certificate of Incorporation will remain unchanged at 200,000,000 shares.
Proportionate
adjustments will be made to the number of shares of Common Stock that may be received upon conversion of the issued and outstanding shares
of the Company’s Series H Convertible Preferred Stock, par value $0.00001 per share (“Series H Preferred Stock”). In
addition, proportionate adjustments will be made to the per share exercise price and the number of shares of Common Stock that may be
purchased upon exercise of outstanding stock options granted by the Company, and the number of shares of Common Stock reserved for future
issuance under the Company’s 2014 Equity Incentive Plan, 2015 Omnibus Plan, 2016 Omnibus Plan and 2020 Omnibus Plan.
The
Common Stock will begin trading on a reverse stock split-adjusted basis on The NASDAQ Capital Market on June 24, 2022. The trading symbol
for the Common Stock will remain “STAF.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 852387505.
For
more information about the Reverse Stock Split, see the Company’s definitive proxy statement filed with the U.S. Securities and
Exchange Commission on May 26, 2022 (the “Proxy Statement”), the relevant portions of which are incorporated herein by reference.
The information set forth herein is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy
of which is filed with this report as Exhibit 3.1.
Item
5.07 Submission of Matters to a Vote of Security Holders.
The
Special Meeting was held on June 23, 2022. As of the close of business on May 19, 2022, the record date for the Special Meeting, there
were 17,618,300 shares of Common Stock, 9,000,000 shares of Series H Preferred Stock, voting on an as-converted basis, and 17,618.300
shares of shares of our Series J Preferred Stock, par value $0.00001 (“Series J Preferred Stock”) outstanding and entitled
to vote on the proposals described below. The matters described below were submitted to a vote of the Company’s stockholders at
the Special Meeting. Each proposal is described in detail in the Proxy Statement.
At
the Special Meeting, the proposals set forth below were submitted to a vote of the Company’s stockholders. The final voting results
are as follows:
| |
1. |
To
approve an amendment to our amended and restated certificate of incorporation to effect, at the discretion of the Board but prior
to the one-year anniversary of the date on which the reverse stock split is approved by the Company’s stockholders at the Special
Meeting, a reverse stock split of all of the outstanding shares of our Common Stock, at a ratio in the range of 1-for-2 to 1-for-20,
such ratio to be determined by the Board in its discretion and included in a public announcement (the “Reverse Stock Split
Proposal”). |
| For |
|
Against |
|
Abstain |
| 2,662,927,322 |
|
1,926,364,748 |
|
121,179,395 |
| |
2. |
To
approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Reverse
Stock Split Proposal. |
| For |
|
Against |
|
Abstain |
| 2,694,890,876 |
|
1,846,102,648 |
|
169,477,941 |
For
more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference.
The results reported above are final voting results. No other matters were considered or voted upon at the meeting.
Item
7.01 Regulation FD Disclosure.
On
June 23, 2022, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in
such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute
a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination
of such information is required by Regulation FD.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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:
June 23, 2022 |
STAFFING
360 SOLUTIONS, INC. |
| |
|
|
| |
By: |
/s/
Brendan Flood |
| |
|
Brendan
Flood |
| |
|
Chairman,
President and Chief Executive Officer |
Staffing 360 Solutions (NASDAQ:STAF)
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