Staffing 360 Solutions, Inc., a staffing company executing an international buy-integrate-build strategy through the acquisition of staffing organizations in the United States and the United Kingdom, announced it has entered into a securities purchase agreement with certain institutional investors in connection with a private placement of 4,697.6328 shares of Series F convertible preferred stock (the “Series F Preferred Stock”) at a price of $1,000 per share and warrants to purchase upon to an aggregate of 7,829,388 shares of common stock 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 offering is expected to close on or about April 23, 2021, subject to satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.
The Series F Preferred Stock is convertible into an aggregate of approximately 7,829,388 shares of common stock at a conversion price of $0.60 per share, subject to certain ownership limitations, upon the Company amending its certificate of incorporation to provide for the full conversion of the Series F Preferred Stock, the full exercise of the Warrants and the satisfaction of the minimum bid requirements of the Nasdaq Capital Market (the “Amendment Date”). The Series F Preferred Stock is only entitled to dividends in the event dividends are paid on the Company’s common stock and will not have any preferences over the Company’s common stock, including liquidation rights. The Warrants are exercisable upon the later of the Amendment Date and six months following the closing of the private placement, and will expire five years following the date that the Warrants first become exercisable.
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Staffing 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 redeem shares of Series E Convertible Preferred Stock.
The offer and sale of the foregoing securities are being made in a transaction not involving a public offering 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 reoffered 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 such applicable state securities laws.
Under an agreement with the investors, the Company is required to file an initial registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of the shares of the Company’s common stock underlying the Series F Preferred Stock and the Warrants no later than 30 days after today and to use best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 60 days after the Amendment Date.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state.