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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
December
27, 2023
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
No.) |
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)) |
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, par value $0.00001 per share |
|
STAF |
|
NASDAQ |
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. ☐
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 Current Report on Form 8-K is incorporated
herein by reference.
Item 5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory
Arrangement of Certain Officers. |
On
December 27, 2023, Staffing 360 Solutions, Inc. (the “Company”) held their annual meeting of stockholders (the “Annual
Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2021 Omnibus Incentive
Plan (the “2021 Plan”) to increase the aggregate number of shares of the Company’s common stock, par value $0.00001
per share (the “Common Stock”), reserved for issuance under the 2021 Plan by 1,560,000 shares, to a total of 2,060,000 shares
(the “Plan Amendment”).
For
more information about the Plan Amendment and the 2021 Plan, see the Company’s definitive proxy statement for the Annual Meeting,
filed with the Securities and Exchange Commission on December 11, 2023, as supplemented on December 26, 2023 (the “Proxy
Statement”), the relevant portions of which are incorporated herein by reference. The description of the Plan Amendment above and
such portions of the Company’s Proxy Statement are qualified in their entirety by reference to the full text of the Plan Amendment,
filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
5.03 |
Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year. |
At
the Annual Meeting, the Company’s stockholders also approved an amendment to the Amended and Restated Certificate of Incorporation
of the Company (as amended to date, the “Charter”) to increase the number of authorized shares of Common Stock
from 200,000,000 to 250,000,000 shares and to make a corresponding change to the number of authorized shares of capital stock of the
Company (the “Authorized Share Increase Amendment”).
On
December 28, 2023, 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 in the form of the Authorized Share Increase Amendment.
For
more information about the Authorized Share Increase Amendment, see the Company’s 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. |
As
of the close of business on November 14, 2023, the record date for the Annual Meeting, there were (i) 5,601,020 shares of common stock
issued and entitled to vote on the proposals described below and (ii) 9,000,000 shares of Series H Convertible Preferred Stock issued,
which were entitled to vote on an “as converted” basis on the proposals described below, representing voting power equal
to 350,004 shares of common stock. The matters described below were submitted to a vote of the holders of the Company’s Common
Stock at the Annual Meeting. Each proposal is described in detail in the Proxy Statement.
|
1. |
Election of two Class I
directors to serve until the 2025 Annual Meeting of Stockholders, one Class II director to serve until the 2024 Annual Meeting of
Stockholders and one Non-Classified director to serve until the 2024 Annual Meeting of Stockholders, or in each case, until their
respective successors have been duly elected and qualified. |
| |
For | | |
Against | | |
Abstain | | |
Broker non-votes | |
Dimitri Villard (Class I director) | |
| 1,472,951 | | |
| 1,376,008 | | |
| 16,249 | | |
| 1,004,992 | |
Vincent Cebula (Class I director) | |
| 1,466,846 | | |
| 1,379,607 | | |
| 18,755 | | |
| 1,004,992 | |
Nicholas Florio (Class II director) | |
| 1,465,253 | | |
| 1,382,877 | | |
| 17,078 | | |
| 1,004,992 | |
Brendan Flood (Non-Classified director) | |
| 1,505,586 | | |
| 1,352,775 | | |
| 6,847 | | |
| 1,004,992 | |
|
2. |
Approval of the Plan Amendment. |
For | | |
Against | | |
Abstain | | |
Broker non-votes | |
1,437,544 | | |
| 1,423,741 | | |
| 3,923 | | |
| 1,004,992 | |
|
3. |
Approval of the Authorized
Share Increase Amendment. |
For | |
Against | |
Abstain | |
2,079,854 | |
| 1,779,047 | |
| 11,299 | |
|
4. |
Approval
of an amendment to the Charter to effect, at the discretion of the Company’s Board of Directors (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 Annual Meeting, a reverse stock split of all of the outstanding shares 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 Board in its discretion and included in a public announcement. |
For | |
Against | |
Abstain | |
2,773,249 | |
| 989,755 | |
| 107,196 | |
The
results reported above are final voting results. No other matters were considered or voted upon at the meeting.
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: December 28, 2023 |
STAFFING 360 SOLUTIONS, INC. |
|
|
|
|
By: |
/s/ Brendan
Flood |
|
|
Brendan Flood |
|
|
Chairman, President and Chief Executive Officer |
Exhibit
3.1
CERTIFICATE
OF AMENDMENT
OF
AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION
OF
STAFFING
360 SOLUTIONS, INC.
Staffing
360 Solutions, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation
Law of the State of Delaware, does hereby certify that:
1.
The original Certificate of Incorporation of this Corporation was filed with the Secretary of State of Delaware on October 12, 2016.
2.
The Amended and Restated Certificate of Incorporation of this Corporation was filed with the Secretary of State of Delaware on June 15,
2017 (the “Certificate of Incorporation”).
3.
The Certificate of Incorporation was further amended by Certificates of Amendment of Amended and Restated Certificate of Incorporation
of Staffing 360 Solutions, Inc., filed with the Secretary of State of Delaware on January 3, 2018, June 30, 2021, December 27, 2021,
and June 23, 2022.
4.
Resolutions were duly adopted by the Board of Directors of the Corporation setting forth this proposed Amendment to the Certificate of
Incorporation and declaring said amendment to be advisable and calling for the consideration and approval thereof at a meeting of the
stockholders of the Corporation.
5.
The Certificate of Incorporation is hereby amended by deleting in its entirety the first paragraph of Article FOURTH and replacing it
with the following:
“FOURTH.
Capital Stock. The total number of shares of stock which the Corporation shall have authority to issue is 270,000,000 shares,
consisting of: (x) 250,000,000 shares of common stock, par value $0.00001 per share (the “Common Stock”), and (y) 20,000,000
shares of preferred stock, par value $0.00001 per share (the “Preferred Stock”), issuable in one or more series as hereinafter
provided.”
6.
Pursuant to the resolution of the Board of Directors, a meeting of the stockholders of the Company was duly called and held upon notice
in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares
as required by statute were voted in favor of each of the foregoing amendments.
7.
Each of the foregoing amendments was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware.
[SIGNATURE
PAGE FOLLOWS]
[SIGNATURE
PAGE TO CERTIFICATE OF AMENDMENT]
IN
WITNESS WHEREOF, Staffing 360 Solutions, Inc. has caused this Certificate to be executed by its duly authorized officer on this 28th
day of December, 2023.
|
STAFFING 360 SOLUTIONS, INC. |
|
|
|
By: |
/s/ Brendan
Flood |
|
|
Brendan Flood |
|
|
Chief Executive Officer and Chairman of the Board |
Exhibit
10.1
SECOND
AMENDMENT TO
Staffing
360 Solutions, Inc. 2021 omnibus incentive PLAN
This
SECOND Amendment TO Staffing 360 Solutions, INC.
2021 Omnibus Incentive PLAN (this “Amendment”), effective as of December 27, 2023, is made and entered
into by Staffing 360 Solutions, Inc., a Delaware corporation (the “Company”). Terms used in this Amendment
with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Staffing 360
Solutions, Inc. 2021 Omnibus Incentive Plan (the “Plan”).
RECITALS
WHEREAS,
Article 9 of the Plan provides that the Board may amend the Plan at any time and from time to time;
WHEREAS,
the Board desires to amend the Plan to increase the number of shares of Common Stock that may be delivered pursuant to Awards under the
Plan, as set forth in Section 5.1 of the Plan, by an additional 1,560,000 shares; and
WHEREAS,
the Board intends to submit this Amendment to the Company’s stockholders for their approval.
NOW,
THEREFORE, in accordance with Article 9 of the Plan, the Company hereby amends the Plan, subject to stockholder approval, as follows:
1.
Section 5.1 of the Plan is hereby amended by deleting said section in its entirety and substituting in lieu thereof the following new
Section 5.1:
5.1
Number Available for Awards. Subject to adjustment as provided in Articles 11 and 12, the maximum number of shares of Common Stock
that may be delivered pursuant to Awards granted under the Plan is six million (6,560,000) shares, of which one hundred percent (100%)
may be delivered pursuant to Incentive Stock Options. Shares to be issued may be made available from authorized but unissued Common Stock,
Common Stock held by the Company in its treasury, or Common Stock purchased by the Company on the open market or otherwise. During the
term of this Plan, the Company will at all times reserve and keep available the number of shares of Common Stock that shall be sufficient
to satisfy the requirements of this Plan.
2.
Except as expressly amended by this Amendment, the Plan shall continue in full force and effect in accordance with the provisions thereof.
[Remainder
of Page Intentionally Left Blank;
Signature
Page Follows.]
IN
WITNESS WHEREOF, the Company has caused this Amendment to be duly executed as of the date first written above.
|
Staffing
360 Solutions, INC. |
|
|
|
|
By: |
/s/ Brendan
Flood |
|
Name: |
Brendan Flood |
|
Title: |
Chairman and Chief Executive Officer |
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--12-30
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Staffing 360 Solutions (NASDAQ:STAF)
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