Temporary working capital

Staffing 360 Solutions Announces $ 4.7 Million Nasdaq Private Placement: STAF

NEW YORK, April 21, 2021 (GLOBE NEWSWIRE) – Staffing 360 Solutions, Inc. (NASDAQ: STAF) (“Staffing” or “the Company”), a recruiting company executing an international buy-integrate-build strategy through the acquisition of recruiting organizations in the United States and the United Kingdom, has announced today that it has entered into a securities purchase agreement with certain institutional investors in connection with a private placement of 4,697.6328 Series F Convertible Preferred Shares (the “Series F Preferred Shares”) at a price of $ 1,000 per share and warrants for a total of 7,829,388 common shares at an exercise price of $ 0.60 per share (the “Warrants”). The company expects to receive gross proceeds from the private placement of approximately $ 4.7 million. The offer is expected to close on or around April 23, 2021, subject to customary closing conditions.

HC Wainwright & Co. is acting as the exclusive placement agent for the offering.

The Series F preferred shares are convertible into a total of approximately 7,829,388 common shares at a conversion price of $ 0.60 per share, subject to certain ownership limits, when the company amends its certificate of incorporation to provide for the full conversion of the Series F Preferred Shares, full exercise of the Warrants and satisfaction of the minimum bid requirements of the Nasdaq Capital Market (the “Modified Date”). The Series F preferred shares are only entitled to dividends if dividends are paid on the common shares of the company and will have no preference over the common shares of the company, including liquidation rights. The warrants may be exercised on the later of the modification date and six months after the closing of the private placement, and will expire five years after the date on which the warrants first become exercisable.

The endowment 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 to redeem Series E convertible preferred shares.

The offer and sale of the aforementioned securities are made in connection with a transaction not involving a public offer and have not been registered under the Securities Act of 1933, as amended (the “Securities Act” ), or applicable state securities laws. Accordingly, the securities may not be offered 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 securities laws. of the applicable states.

Under an agreement with investors, the Company is required to file an initial registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of the common shares of the Company underlying the preferred shares. Series F and Warrants. no later than 30 days after today and to do their best so that the registration declaration is declared effective as quickly as possible thereafter, and in any event no later than 60 days after the date of modification.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor any sale of the securities in a state in which such an offer, solicitation or sale would be unlawful prior to registration or qualification. . under the securities laws of that state.

About Staffing 360 Solutions, Inc.
Staffing 360 Solutions, Inc. is committed to executing an international buy-integrate-build strategy through the acquisition of national and international staffing organizations in the US and UK. For more information visit www.staffing360solutions.com.

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”, ” search “,” estimate “,” will “,” project “or words with 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 control of the Company, and cannot be predicted or quantified, and include , inter alia, the satisfaction of the closing and completion conditions of the private placement, statements regarding the intended use of the net proceeds of the private placement; therefore, actual results may differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to; the Company’s ability to maintain listing of its common shares on the Nasdaq Capital Market; the geographic, social and economic impact of COVID-19 on the company’s ability to conduct business and raise capital in the future when needed; weak general economic conditions and levels of capital spending by customers in industries served by the Company; weakness or volatility in financial and capital markets, which may result in the postponement or cancellation of client capital projects or the inability of the Company’s clients to pay the Company’s fees; the termination of a major client contract or project; delays or cuts in US government spending; credit risks associated with the Company’s customers; competitive market pressures; the availability and cost of skilled labor; the company’s level of success in attracting, training and retaining qualified managers and other employees; changes in tax laws and other government regulations, including the impact of laws and regulations relating to health care reform; the possibility of incurring liability for the business activities of the Company, including, but not limited to, the activities of temporary employees of the Company; the company’s performance on customer contracts; negative outcome of current and future claims and litigation; government policies, legislation or court decisions adverse to the Company’s business; the company’s ability to access financial markets by seeking additional debt and equity financing to fund its business plan and expenses on terms acceptable or not at all to the company; the company’s ability to obtain loan forgiveness under the Paycheck Protection Program; and the Company’s ability to meet its contractual commitments, including with respect to its debt agreements, as well as various additional risks, many of which are now unknown and generally beyond the control of the Company, and which are detailed from time to time. other 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 assumes no obligation to update any statements contained herein (including forward-looking statements), except as required by law.

Investor Relations Contacts:
Terri MacInnis, Vice President of IR
Bibicoff + MacInnis, Inc.
(818) 379-8500 x2
[email protected]

Comment here

placeholder="Your Comment">