Staffing 360 Solutions Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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CURRENT REPORT
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| Item 1.01 | Entry Into a Material Definitive Agreement. |
Amendment No. 34 to Credit and Security Agreement with MidCap
On December 24, 2024, Staffing 360 Solutions, Inc. (the “Company”) entered into Amendment No. 34 to Credit and Security Agreement and Limited Waiver (“Amendment No. 34”), effective as of December 20, 2024, by and among the Company, as Parent, Monroe Staffing Services, LLC, a Delaware limited liability company (“Monroe”), Faro Recruitment America, Inc., a New York corporation, Lighthouse Placement Services, Inc., a Massachusetts corporation, Key Resources, Inc., a North Carolina Corporation, Headway Workforce Solutions, Inc., a Delaware corporation, Headway Employer Services LLC, a Delaware limited liability company, Headway Payroll Solutions, LLC, a Delaware limited liability company, Headway HR Solutions, Inc., a New York corporation, and NC PEO Holdings, LLC, a Delaware limited liability company, collectively, as borrowers (the “Borrowers”), and MidCap Funding IV Trust, as agent for the lenders (as successor by assignment to MidCap Funding X Trust, “MidCap”) and the lenders party thereto from time to time (the “Lenders”), which such Amendment No. 34 amends that certain Credit and Security Agreement, dated as of April 8, 2015 (as amended and restated, supplemented, or otherwise modified from time to time, the “Credit and Security Agreement”), by and among the Borrowers, the Agent and the Lenders. Pursuant to Amendment No. 34, the Commitment Expiry Date (as defined in the Credit and Security Agreement) is extended to December 27, 2024.
The foregoing description of Amendment No. 34 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 34, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Limited Consent to Intercreditor Agreement
On December 24, 2024, in connection with Amendment No. 34, 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 Investment Group, LLC, which such Limited Consent permits the Company’s entry into Amendment No. 34.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On December 27, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on November 14, 2024, the record date for the Annual Meeting, there were (i) 1,530,738 shares of common stock issued and entitled to vote on the proposals described below and (ii) 9,000,000 shares of Series H Convertible Preferred Stock issued, which were entitled to vote on an “as converted” basis on the proposals described below, representing voting power equal to 35,002 shares of common stock. The matters described below were submitted to a vote of the holders of the Company’s common stock at the Annual Meeting. Each proposal is described in detail in the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 18, 2024.
| 1. | Election of two Class II directors to serve until the 2026 Annual Meeting of Stockholders and one Non-Classified director to serve until the 2025 Annual Meeting of Stockholders, or in each case, until their respective successors have been duly elected and qualified. |
| For | Against | Abstain | Broker non-votes | |||||||||||||
| Alicia Barker (Class II director) | 299,240 | 76,802 | 3,441 | 484,852 | ||||||||||||
| Nicholas Florio (Class II director) | 296,936 | 80,107 | 2,440 | 484,852 | ||||||||||||
| Brendan Flood (Non-Classified director) | 300,550 | 76,488 | 2,445 | 484,852 | ||||||||||||
| 2. | Ratification of the appointment of RBSM LLP as the Company’s independent registered public accountant for the 2024 fiscal year. |
| For | Against | Abstain | Broker non-votes | |||||||||||
| 792,745 | 54,671 | 16,919 | 0 | |||||||||||
The results reported above are final voting results. No other matters were considered or voted upon at the meeting.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment No. 34 to the Credit and Security Agreement, effective as of December 20, 2024, by and between Staffing 360 Solutions, Inc. and MidCap Funding X Trust. | |
| 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: December 27, 2024 | STAFFING 360 SOLUTIONS, INC. | |
| By: | /s/ Brendan Flood | |
| Brendan Flood | ||
| Chairman, President and Chief Executive Officer | ||