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

January 1522, 2025

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 Number)

757 Third Avenue
27th Floor
New York, NY		10017
(Address of principal executive offices)		(Zip Code)

(646) 507-5710

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

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		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 1.01. Entry into a Material Definitive Agreement.

~~Amendment~~On NoJanuary 22, 2025, Staffing 360 Solutions, Inc. 37(the “Company”) entered into that certain Conversion Agreement and Waiver (the “Conversion Agreement”) with Jackson Investment Group, LLC (“Jackson”). Pursuant to ~~Credit~~the Conversion Agreement and ~~Security~~in connection with the transactions to be consummated pursuant to that certain Agreement and Plan of Merger, dated as of November 1, 2024 (as amended, the “Merger Agreement”), by and among the Company, Atlantic International Corp. (“Atlantic”) and A36 Merger Sub Inc., the Company and Jackson have agreed to (i) convert all outstanding principal of (a) that certain Third Amended and Restated 12% Senior Secured Note, dated as of October 27, 2022, as amended (the “2022 Jackson Note”), and (b) that certain 12% Senior Secured Promissory Note, dated as of August 30, 2023 (the “2023 Jackson Note” and together with ~~MidCap~~the 2022 Jackson Note, the “Jackson Notes”) into an aggregate of 5,600,000 shares of newly designated Series I Preferred Stock of the Company (the “Series I Preferred Stock”), which each such share of Series I Preferred Stock to be converted into Merger Consideration (as defined in the Merger Agreement) as provided for pursuant to the terms and conditions of the Merger Agreement and (ii) waive all aggregate accrued and unpaid interest as related to the Jackson Notes.

OnAdditionally, ~~January~~pursuant ~~15,~~to ~~2025, Staffing 360 Solutions, Inc. (~~the ~~“Company”)~~Conversion ~~entered into Amendment No. 37 to Credit and Security~~ Agreement ~~and Limited Waiver (“Amendment No. 37”)~~, ~~effective~~if asthe average of ~~January 10, 2025, by and among~~ the ~~Company,~~last asclosing ~~Parent,~~price ~~Monroe~~of ~~Staffing~~Atlantic’s ~~Services,~~common ~~LLC~~stock, apar ~~Delaware~~value ~~limited liability company, Faro Recruitment America, Inc~~$0.,00001 ~~a New York~~per ~~corporation,~~share ~~Lighthouse~~(the ~~Placement~~“Atlantic ~~Services,~~Common ~~Inc.,~~Stock”) a(as ~~Massachusetts~~reported ~~corporation,~~on ~~Key~~the ~~Resources,~~Nasdaq ~~Inc.,~~Stock aMarket ~~North Carolina Corporation, Headway Workforce Solutions, Inc., a Delaware corporation, Headway Employer Services~~ LLC,) aover ~~Delaware~~the ~~limited~~five ~~liability~~(5) ~~company, Headway Payroll~~trading ~~Solutions,~~days ~~LLC,~~immediately apreceding ~~Delaware~~the ~~limited~~date ~~liability~~of ~~company,~~the ~~Headway~~closing HRof ~~Solutions,~~the ~~Inc.,~~transactions acontemplated ~~New~~by ~~York~~the ~~corporation,~~Merger ~~and~~Agreement ~~NC PEO Holdings, LLC, a Delaware limited liability company, collectively, as borrowers~~ (~~collectively,~~ the “~~Borrowers~~Average Closing Price”), ~~and~~is ~~MidCap Funding~~below ~~IV Trust~~$5.00, asthen ~~agent~~Atlantic ~~for~~shall ~~the~~issue ~~lenders~~to ~~(as~~Jackson ~~successor~~such bynumber ~~assignment~~of toadditional ~~MidCap~~shares ~~Funding~~of XAtlantic ~~Trust, “MidCap”)~~Common ~~and~~Stock ~~the~~equal ~~lenders party thereto from time~~ to ~~time~~ (~~the “Lenders”~~i) 5,600,000 ~~which~~multiplied ~~such~~by ~~Amendment~~the ~~No.~~quotient 37of ~~amends~~$5.00 ~~that certain Credit~~ and ~~Security~~the ~~Agreement,~~Average ~~dated~~Closing ~~as of April 8~~Price, ~~2015~~minus (asii) ~~amended and restated~~5, ~~supplemented~~600,000 ~~or otherwise modified from time to time,~~ (the “~~Credit~~Pro Rata ~~and Security Agreement~~Shares”), bywhich ~~and~~such ~~among~~Pro ~~the~~Rata ~~Company~~Shares, ~~the~~if ~~Borrowers~~issued, ~~MidCap~~shall ~~and~~be ~~the~~subject ~~Lenders. Pursuant~~ to ~~Amendment~~a ~~No.~~certain ~~37,~~lock-up ~~the Commitment Expiry Date (as defined in the Credit and Security Agreement) is extended to February 1, 2025~~period.

~~Third~~The ~~Omnibus~~foregoing ~~Amendment~~description ~~and~~of ~~Reaffirmation~~the Conversion Agreement does not purport to be complete and is qualified in its entirety by reference to the full ~~Note~~text ~~Documents~~of ~~with~~the ~~Jackson~~Conversion ~~Investment~~Agreement, ~~Group~~a copy of which is attached hereto as Exhibit 10.1, ~~LLC~~and incorporated herein by reference.

On January 15, 2025, the Company entered into that certain Third Omnibus Amendment and Reaffirmation Agreement to the Note Documents (the “Amendment Agreement”) with Jackson Investment Group, LLC (“Jackson”) and the guarantors party thereto, which such Amendment Agreement, among other things: (i) extends the maturity date of that certain Third Amended and Restated Note and Warrant Purchase Agreement, by and between the Company and Jackson, dated as of October 27, 2022, as amended by the First Omnibus Amendment and Reaffirmation Agreement to the Note Documents, dated as of August 30, 2023, and the Second Omnibus Amendment and Reaffirmation Agreement to the Note Documents, dated as of September 18, 2024, to the earlier of (a) February 15, 2025, or (b) the date of the acceleration of the maturity of any of the Notes (as defined below) and (ii) extends the maturity date of that certain (a) Third Amended and Restated 12% Senior Secured Note due October 14, 2024, dated as of October 27, 2022 (the “Third Amended and Restated Note”), and (b) 12% Senior Secured Promissory Note due October 14, 2024, dated as of August 30, 2023 (the “August 2023 Senior Note” and together with the Third Amended and Restated Note, the “Notes”), to February 15, 2025.

The foregoing descriptions of Amendment No. 37 and the Amendment Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendment No. 37 and the Amendment Agreement, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.

Limited Consents to Intercreditor Agreement

On January 15, 2025, in connection with Amendment No. 37, the Company entered into a Limited Consent (the “Limited Consent”) to the Intercreditor Agreement, dated as of September 15, 2017, as amended, by and between the Company and Jackson, which such Limited Consent permits the Company’s entry into Amendment No. 37.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		~~Amendment~~Conversion ~~No.~~Agreement ~~37 to the Credit~~ and ~~Security Agreement~~Waiver, ~~effective~~dated ~~as of~~ January 1022, 2025, by and between Staffing 360 Solutions, Inc. and ~~MidCap~~Jackson ~~Funding~~Investment XGroup, ~~Trust~~LLC.
10.2		Third Omnibus Amendment and Reaffirmation Agreement to the Note Documents, dated January 15, 2025, by and between Staffing 360 Solutions, Inc. and Jackson Investment Group, LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: January 17, 2025	STAFFING 360 SOLUTIONS, INC.
Date: January 28, 2025	STAFFING 360 SOLUTIONS, INC.
	By:	/s/ Brendan Flood
		Brendan Flood
		Chairman and Chief Executive Officer

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