UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

 

| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---------|--------------------------------------------------------------------------------------|

For the fiscal year ended December 28, 2019

or

| ☐ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---------|------------------------------------------------------------------------------------|

COMMISSION FILE NUMBER: 001-37575

 

STAFFING 360 SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

 

| Delaware                 |   | 68-0680859                       |
|--------------------------|--------|----------------------------------|
| (State of incorporation) |   | (I.R.S. Employer Identification) |

641 Lexington Avenue

Suite 2701

New York, New York 10022

(Address of principal executive offices)

(646) 507-5710

(Registrant’s telephone number)

Securities registered under Section 12(b) of the Exchange Act:  Common Stock, par value $0.00001.

The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:  None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ☐    No  ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of the chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act: 

| Large accelerated filer | ☐ | Accelerated filer | ☐ | Non-accelerated filer | ☒

  | Smaller reporting company

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.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the act):    Yes  ☐    No  ☒

As of June 28, 2019, the last business day of the registrant’s most recently completed second fiscal quarter the aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant was approximately $9,198,756. based on the closing price (last sale of the day) for the registrant’s common stock on the Nasdaq exchange on June 28, 2019 of $1.56 per share.

| Title of each class |   | Trading

Symbol(s) |   | Name of each exchange on which registered |
|---------------------|--------|--------------------|--------|-------------------------------------------|
| Common stock        |   | STAF               |   | NASDAQ                                    |

 As of May 11, 2020, 9,307,563 shares of common stock, $0.00001 par value, were outstanding.

 

 

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Explanatory Note

Staffing 360 Solutions, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) to amend its Annual Report on Form 10-K for the year ended December 28, 2019, originally filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2020 (the “Original Form 10-K”), solely to disclose that the Company had filed the Original Form 10-K after the March 27, 2020 deadline applicable to the Company for the filing of a Form 10-K in reliance on the 45-day extension provided by an order issued by the U.S. Securities and Exchange Commission (the “SEC”) under Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), dated March 4, 2020 (Release No. 34-88318), as modified and superseded by a new SEC order issued on March 25, 2020 (Release No. 34-88465) (collectively, the “Order”).

On March 27, 2020, the Company filed a Current Report on Form 8-K to indicate its intention to rely on the Order for such extension. Consistent with the Company’s statements made in the Form 8-K, the Company was unable to file the Original Form 10-K until May 11, 2020, and therefore relied on the Order due to circumstances related to coronavirus, or COVID-19. Because of government regulations enacted to combat the COVID-19 pandemic, the Company’s offices and systems have been subject to closure and testing and, as a result, its staff were at the time and still are working remotely.  The disturbance in the Company’s operations prevented the Company from making forward projections and determining the value of certain assets on its balance sheet. Therefore, due to COVID-19’s interference in the Company’s operations, the Company was unable to file the Original Form 10-K prior to the due date.  

In accordance with Rules 12b-15 and 13a-14 under the Exchange Act, the Company has also amended Part IV, Item 15 to include currently dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s principal executive officer and principal financial officer. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Similarly, because no financial statements have been included in this Amendment No. 1, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.

Except as described above, this Amendment No. 1 does not amend, modify or update the information in, or exhibits to, the Original Form 10-K, and we have not updated disclosures included therein to reflect any subsequent events. This Amendment No. 1 should be read in conjunction with the Original Form 10-K and with our other filings made with the SEC subsequent to the filing of the Original Form 10-K.

 

 

 

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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 

| Exhibit

No. |   | Description                                                                                                                                           |
|--------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------|
| 31.1*        |   | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2*        |   | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|         |   |                                                                                                                                                  |
|         |   |                                                                                                                                                  |

 

| *      |   | Filed herewith |
|--------|--------|----------------|
|   |   |           |
|   |   |           |

 

 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

|               |   | STAFFING 360 SOLUTIONS, INC. |
|--------------------|--------|------------------------------|
|               |   |                         |   |   |
| Date: May 20, 2020 |   | By:                          |   | /s/ Brendan Flood |
|               |   |                         |   | Brendan Flood |
|               |   |                         |   | Chairman and Chief Executive Officer |
|               |   |                         |   | (Principal Executive Officer) |
|               |   |                         |   |   |
| Date: May 20, 2020 |   | By:                          |   | /s/ Sharnika Viswakula |
|               |   |                         |   | Sharnika Viswakula

SVP, Corporate Controller                              

(Principal Financial Officer and Principal Accounting Officer) |
|               |   |                         |   |   |

 

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