Staffing 360 Solutions (STAF) Prices 4.68M Share Offering at $1.975/sh

Staffing 360 Solutions, Inc. (NASDAQ: STAF), a staffing company executing an international buy-integrate-build strategy through the acquisition of staffing organizations in the United States and the United Kingdom, today announced that it has entered into a securities purchase agreement with several institutional investors to purchase 4,683,547 shares of common stock (or common stock equivalents) in a private placement priced at-the-market under Nasdaq rules. The Company will also issue to the investors unregistered warrants to purchase up to an aggregate of 4,683,547 shares of common stock. The purchase price for one share of common stock (or common stock equivalent) and one warrant to purchase one share of common stock is $1.975. The warrants have an exercise price of $1.85 per share, will be immediately exercisable, and will expire five years from issuance. The gross proceeds from the private placement are expected to be approximately $9.25 million. The offering is expected to close on or about November 2, 2021, subject to satisfaction of customary closing conditions.

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

Staffing 360 intends to use the net proceeds received from the offering for repayment of debt and general working capital purposes. Assuming the closing of the private placement, the Company estimates that it will have approximately $9,356,000 of debt, as compared with approximately $55,369,000 as of January 2, 2021, representing a significant reduction of approximately 83%.

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, Staffing 360 is required to file a registration statement with the Securities and Exchange Commission covering the resale of the shares of the common stock and the shares of common stock underlying the warrants in the private placement no later than 15 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 45 days following the date of the agreement.

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.

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