SEC Form SC 13G filed by Staffing 360 Solutions Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
STAFFING 360 SOLUTIONS, INC.
(Name of Issuer)
Common stock, par value $0.00001 per share
(Title of Class of Securities)
852387109
(CUSIP Number)
February 2, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ Rule 13d-1(b) | |
| ☒ Rule 13d-1(c) | |
| ☐ Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications:
Brendan Flood
c/o Staffing 360 Solutions, Inc.
757 Third Ave, 27th Floor
New York, New York 10017
(646) 507-5715
CUSIP No. 852387109
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1. Names of Reporting Persons.
Brendan Flood
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2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
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3. SEC Use Only
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4. Citizenship or Place of Organization
Republic of Ireland |
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. Sole Voting Power
277,893 (1)
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6. Shared Voting Power
0
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7. Sole Dispositive Power
277,893 (1)
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8. Shared Dispositive Power
0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
277,893 (1)
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11. Percent of Class Represented by Amount in Row (9)
10.7% (1)(2)
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12. Type of Reporting Person (See Instructions)
IN
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| (1) | Includes 58,494 shares of Common Stock of the Issuer that the reporting person has the right to acquire within 60 days of the date of this Schedule 13G pursuant to stock options to acquire shares of Common Stock of the Issuer. | |
| (2) | Based upon 2,533,199 shares of Common Stock of the Issuer outstanding as of November 23, 2022, as disclosed in the Issuer’s current report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 3, 2023, and 58,494 shares of Common Stock of the Issuer that the reporting person has the right to acquire within 60 days of the date of this Schedule 13G pursuant to stock options to acquire shares of Common Stock of the Issuer. |
| Item 1. |
(a) Name of Issuer
Staffing 360 Solutions, Inc. (the “Issuer”)
(b) Address of Issuer’s Principal Executive Offices
757 Third Ave, 27th Floor
New York, New York 10017
| Item 2. |
(a) Name of Person Filing
Brendan Flood
(b) Address of Principal Business Office or, if none, Residence
The address of the principal business office of the reporting person is c/o Staffing 360 Solutions, Inc., 757 Third Ave, 27th Floor, New York, New York 10017.
(c) Citizenship
See Item 4 on the cover page(s) hereto.
(d) Title of Class of Securities
Common stock, par value $0.00001 per share (“Common Stock”)
(e) CUSIP Number
852387109
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is: |
| (a) | ☐ | A broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ☐ | A bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ☐ | An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ☐ | An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G); | |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ☐ | A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); | |
| (k) | ☐ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). |
| If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _______________ |
| Item 4. | Ownership |
| (a) | Amount beneficially owned: See Item 9 on the cover page(s) hereto. | |
| (b) | Percent of class: See Item 11 on the cover page(s) hereto. | |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto. | |
| (ii) | Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto. | |
| (iii) | Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto. | |
| (iv) | Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto. |
| Item 5. | Ownership of 5% or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than 5% on Behalf of Another Person |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certifications |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: | February 13, 2023 | Brendan Flood | |
| /s/ Brendan Flood |