Staffing 360 Solutions Announces $ 9.25 Million Private Placement Market Valued Under Nasdaq Rules | 2021-10-29 | Press Releases

NEW YORK, October 29, 2021 (GLOBE NEWSWIRE) – Staffing 360 Solutions, Inc. (NASDAQ: STAF), a recruiting firm executing a global buy-integrate-build strategy through the acquisition of recruiting organizations in the United States and the United Kingdom, today announced that it has entered into an agreement to purchase of securities with several institutional investors for the purchase of 4,683,547 ordinary shares (or equivalents of ordinary shares) as part of a private placement at market price under the rules of the Nasdaq. The Company will also issue non-registered warrants to investors to purchase up to a total of 4,683,547 common shares. The purchase price for one common share (or the common share equivalent) and one warrant to purchase one common share is $ 1.975. The warrants have an exercise price of $ 1.85 per share, will be immediately exercisable and will expire five years after their issuance. Gross proceeds from the private placement are expected to be approximately $ 9.25 million. The offer is expected to close on or around November 2, 2021, subject to the satisfaction of customary closing conditions.

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

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

The offer and sale of the aforementioned securities are made in a transaction not involving a public offer and have not been registered under the Securities Act of 1933, as amended (the “Securities Act & CloseCurlyDoubleQuote; ), or applicable state securities laws. Accordingly, the securities may not be offered or resold in the United States except pursuant to a valid registration statement or an applicable exemption from the registration requirements of the Securities Act and securities laws of the United States. Applicable states.

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 common shares and the common shares underlying the warrants in the private placement at no later than 15 days after today and to do their best to have the registration declaration declared effective as quickly as possible thereafter, and in any event no later than 45 days after 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, and there will be no sale of any securities in any State in which such an offer, solicitation or sale would be illegal prior to ‘registration or qualification. under the securities laws of that state.

About Staffing 360 Solutions, Inc.

Staffing 360 Solutions, Inc. is committed to executing a global buy-integrate-build strategy through the acquisition of national and international recruiting organizations in the US and UK. The Company believes that the recruitment industry offers profitable acquisition opportunities and, as part of its targeted consolidation model, pursues acquisition objectives in the areas of finance and accounting, administration, engineering, computing and light industry. For more information visit http://www.staffing360solutions.com. Follow Staffing 360 Solutions on Facebook, LinkedIn and Twitter.

Forward-looking statements

This press release contains forward-looking statements, which may be identified by words such as “expect, & CloseCurlyDoubleQuote; “look forward to,” “anticipate & CloseCurlyDoubleQuote;” intention, “” plan, “” believe, “” seek, “” estimate, “” will, “” project & CloseCurlyDoubleQuote; or words with similar meaning. Forward-looking statements are not statements guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the control of the Company ‘and cannot be predicted or quantified, and include, among others, the satisfaction of conditions of the closing of the private placement and its completion, statements regarding the intended use of the net proceeds of the private placement and the estimated amount of debt outstanding following the closing of the private placement; therefore, actual results may differ materially from those expressed or implied by these forward-looking statements. These risks and uncertainties include, without limitation; the Company’s ability to maintain its listing on the Nasdaq Capital Market; market and other conditions; the geographic, social and economic impact of COVID-19 on the Company’s ability to conduct its business and raise capital in the future if necessary; weak general economic conditions and levels of client capital spending in the industries served by the Company; weakness or volatility in financial and capital markets, which may result in the postponement or cancellation of clients’ investment plans or the inability of the Company’s clients to pay the costs of the Company; the termination of a major customer contract or project; delays or cuts in US government spending; the credit risks associated with the Company’s customers; competitive market pressures; the availability and cost of skilled labor; the company’s level of success in attracting, training and retaining qualified management personnel and other employees; changes in tax laws and other government regulations, including the impact of laws and regulations on health care reform; the ability to take responsibility for the business activities of the Company, including, but not limited to, the activities of temporary employees of the Company; the Company’s performance on customer contracts; negative outcome of current and future claims and litigation; government policies, legislation or court decisions unfavorable to the activities of the Company; the Company’s ability to access capital markets by seeking additional debt and equity financing to fund its business plan and expenses on terms acceptable to the Company or not at all; and the company’s ability to comply with its contractual commitments, including with respect to its debt agreements, as well as various additional risks, many of which are now unknown and generally beyond the control of the company, and which are detailed in over time. on a timely basis in reports filed by the Company with the SEC, including quarterly reports on Form 10-Q, reports on Form 8-K, and annual reports on Form 10-K. The Company assumes no obligation to update any statements contained in this document (including forward-looking statements), except as required by law.

Investor Relations Contacts:

Terri MacInnis, Vice President of IR

Bibicoff + MacInnis, Inc.

(818) 379-8500 x2

[email protected]

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